SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549
                                    FORM 10-K
                                   (Mark One)
            [ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended April 2, 1999

                                       OR

            [    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                For the transition period from                 to

                         Commission file number 0-25226

                               EMERSON RADIO CORP.
             (Exact name of registrant as specified in its charter)

    Delaware                                       22-3285224
(State or other jurisdiction of      (I.R.S. Employer Identification Number)
incorporation or organization)

Nine Entin Road, Parsippany, NJ                        07054
(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code:   (973) 884-5800

Securities registered pursuant to Section 12(b) of the Act:
   Title of each class               Name of each exchange on which registered
Common Stock, par value                     American Stock Exchange
$.01 per share

Securities registered pursuant to Section 12(g) of the Act:  Series A  Preferred
Stock and Warrants.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such shorter period that the  registrant  was
required  to  file  such  reports)  and (2) has  been  subject  to  such  filing
requirement for the past 90 days.   [X]  YES   [   ]  NO.

Indicate  by check mark if disclosure of delinquent filers pursuant to Item  405
of  Regulation  S-K is not contained herein, and will not be contained,  to  the
best  of  registrant's knowledge, in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.      [   ]

Aggregate  market  value  of the voting stock of the  registrant  held  by  non-
affiliates of the registrant at June 23, 1999 (computed by reference to the last
reported sale price of the Common Stock on the American Stock Exchange  on  such
date):  $9,917,000

Number of Common Shares outstanding at June 23, 1999:  47,828,215

DOCUMENTS INCORPORATED BY REFERENCE:  None

                                     PART I

Item 1. BUSINESS

GENERAL

      Emerson  Radio Corp. ("Emerson" or the "Company"), a consumer  electronics
distributor,  directly and through subsidiaries, designs, sources,  imports  and
markets  a  variety  of televisions and other video products,  microwave  ovens,
audio,  home  theater,  specialty and other consumer electronic  products.   The
Company  also  licenses  the  Emerson and G Clef  trademark  for  a  variety  of
television,  video,  and  other  products domestically  and  internationally  to
certain non-affiliated entities (See "Business-Licensing and Related Activities"
for further discussion).  The Company distributes its products primarily through
mass  merchants,  discount  retailers and specialty  catalogers  leveraging  the
strength of its Emerson and G Clef trademark, a nationally recognized trade name
in the consumer electronics industry.  The trade name "Emerson Radio" dates back
to  1912  and is one of the oldest and most well respected names in the consumer
electronics industry.

      The Company believes it possesses an advantage over its competitors due to
the  combination  of  (i)  the Emerson and G Clef brand  recognition,  (ii)  its
distribution base and established relations with customers in the mass  merchant
and  discount  retail  channels, (iii) its sourcing  expertise  and  established
vendor  relations,  and  (iv) an infrastructure with  personnel  experienced  in
servicing  and  providing  logistical support  to  the  domestic  mass  merchant
distribution  channel.   Emerson  intends  to  continue  to  leverage  its  core
competencies  to offer a broad variety of current and new consumer  products  to
retail  customers.  In addition, the Company has in the past and intends in  the
future  to  form  joint  ventures  and  enter  into  licensing  and  distributor
agreements  that  take  advantage of the Company's trademarks  and  utilize  the
Company's  logistical  and  sourcing  advantages  for  products  that  are  more
efficiently marketed with the assistance of these partners.

      The  Company's  core  business consists of the distribution  and  sale  of
various  low  to  moderately priced product categories,  including  home  stereo
units,  portable  audio  products, home theater products,  microwave  ovens  and
various  video  products including color TVs, black & white TVs and  VCRs.   The
majority  of  the  Company's marketing efforts and sales of  these  products  is
concentrated  in  the  United  States and, to a  lesser  extent,  certain  other
international  regions.   Emerson's  major  competitors  in  these  markets  are
foreign-based manufacturers and distributors.   See "Business - Competition."

      The  Company was originally formed in the State of New York in 1956  under
the  name  Major Electronics Corp.  In 1977, the Company reincorporated  in  the
State of New Jersey and changed its name to Emerson Radio Corp., and on April 4,
1994,  the  Company was reincorporated in Delaware by merger of its  predecessor
into  its  wholly-owned Delaware subsidiary formed for such purpose.  References
to  "Emerson" or the "Company" refer to Emerson Radio Corp. and its  predecessor
and  subsidiaries,  unless  the  context  otherwise  indicates.   The  Company's
principal  executive  offices are located at Nine Entin  Road,  Parsippany,  New
Jersey 07054-0430.  The Company's telephone number in Parsippany, New Jersey, is
(973) 884-5800.

PRODUCTS

     The Company directly and through subsidiaries designs, sources, imports and
markets a variety of audio, home theater, microwave ovens, televisions and other
video  products, specialty and other consumer electronic products, primarily  on
the strength of its Emerson and G Clef trademark, a nationally recognized symbol
in  the consumer electronics industry.  The Company's current product categories
consist of the following core products:

<TABLE>

<CAPTION>
 VIDEO PRODUCTS                AUDIO PRODUCTS              OTHER

 <C>                           <C>                         <C>
 Color televisions             Shelf systems               Home theater

 Black and white               CD stereo systems           Microwave ovens
    specialty televisions
                               Portable audio, cassette
 Color specialty                  & CD systems
    televisions
                               Personal audio, cassette
 Color TV/VCR combination         & CD systems
    units

 Video cassette recorders      Digital clock radios

 Specialty video cassette      Specialty clock radios
    players

</TABLE>

      All  of  the  Company's products offer various features.  Microwave  ovens
range in size from 0.6 cubic feet to 1.6 cubic feet containing features such  as
key  pad  touch controls, multi-power levels, auto defrost and turntables.   The
portable  audio  systems  incorporate AM/FM radios and/or  cassettes  and/or  CD
players  in  a  variety of models.  One of Emerson's new products  includes  the
SmartSet(TM) Clock, which is designed to automatically adjust to the correct
time, date  and  month regardless of time zone due to microprocessor technology.
The Company's  H.  H.  Scott  division markets Home Theater  products  that
utilize proprietary CinemaSurround(registered) technology which offer  a
dynamic  3-dimensional sound from any stereo source, without the need for any
decoding electronics, and innovative sound speakers including multi-media
speakers.

GROWTH STRATEGY

      The  Company's  strategic  focus  is  to:   (i)  develop  and  expand  its
distribution  of  consumer electronic products in the  domestic  marketplace  to
existing and new customers; (ii) develop and sell new products, such as  digital
video  disc (DVD) and home theater; (iii) capitalize on opportunities to license
the  Emerson  and  G  Clef  trademark; (iv) leverage and  exploit  its  sourcing
capabilities,  buying  power and logistics expertise  in  the  Far  East  either
internally  or  on behalf of third parties; (v) expand international  sales  and
distribution   channels;  and  (vi)  expand  through   strategic   mergers   and
acquisitions  of, or controlling interests in, other companies.   In  connection
with  the Company's strategic focus, the Company may from time to time  take  an
equity  position in various corporate entities.  See Note 3 to the  consolidated
financial  statements included in Item 8 "Financial Statements and Supplementary
Data" regarding Emerson's investment in Sport Supply Group, Inc. ("SSG") as part
of its strategic plan to expand.

     The Company believes that the Emerson and G Clef trademark is recognized in
many  countries.  A principal component of the Company's growth strategy  is  to
utilize   this  global  brand  name  recognition  together  with  the  Company's
reputation for quality and cost competitive products to aggressively promote its
product  lines  within  the United States and targeted geographic  areas  on  an
international basis.  The Company's management believes the Company will be able
to  compete more effectively in the highly competitive consumer electronics  and
microwave  oven  industries,  domestically  and  internationally,  by  combining
innovative  approaches to the Company's current product line and augmenting  its
product  line with complimentary products.  The Company intends to  pursue  such
plans  either  on  its own, or by forging new relationships,  including  through
license  arrangements,  distributorship  agreements  and  joint  ventures.   See
"Business-Licensing and Related Activities."

SALES AND DISTRIBUTION

      The  Company  makes  available to its customers a direct  import  program,
pursuant to which products bearing the Emerson and G Clef trademark are imported
directly  by the Company's customers.  In Fiscal 1999 and Fiscal 1998,  products
representing  approximately  84%  and 82% of net  revenues,  respectively,  were
imported directly from manufacturers to the Company's customers.  If the Company
experiences  a  decline  in  sales  effected  through  direct  imports   and   a
corresponding  increase  in domestic sales, the Company will  require  increased
working  capital  in  order  to purchase inventory to  make  such  sales.   This
increase  in  working  capital may affect the liquidity  of  the  Company.   See
"Management's  Discussion  and Analysis of Results of Operations  and  Financial
Condition" and "Forward-looking Information".

      The  Company has an integrated system to coordinate the purchasing,  sales
and  distribution aspects of its operations.  The Company receives  orders  from
its  major  accounts electronically or by the conventional modes  of  facsimile,
telephone  or mail.  The Company does not have long-term contracts with  any  of
its  customers,  but  rather  receives orders on  an  ongoing  basis.   Products
imported  by  the  Company (generally from the Far East) are  shipped  by  ocean
and/or  inland freight and then stored in contracted public warehouse facilities
for  shipment  to  customers.  This also includes  the  use  of  an  Affiliate's
warehouse  pursuant to a Management Services Agreement between the  Company  and
the Affiliate. (See Note 3 to the Consolidated Financial Statements included  in
Item  8).   All merchandise received by Emerson is automatically input into  the
Company's on-line inventory system.  As a purchase order is received and filled,
warehoused  product  is labeled and prepared for outbound  shipment  to  Company
customers by common, contract or small package carriers for sales made from  the
Company's inventory.

DOMESTIC MARKETING

      In  the  United States, the Company markets its products primarily through
mass  merchandisers  and  discount retailers.   Wal-Mart  Stores  accounted  for
approximately 52% and 53%, and Target Stores accounted for approximately 24% and
15%  of the Company's net revenues in Fiscal 1999 and Fiscal 1998, respectively.
No  other customer accounted for more than 10% of the Company's net revenues  in
either  period.  Management believes that any loss or reduction  in  sales  from
either  of these customers would have a material adverse affect on the Company's
operating income.

      Approximately 39% and 34% of the Company's net revenues in Fiscal 1999 and
Fiscal  1998, respectively, were made through sales representative organizations
that  receive  sales  commissions  and work closely  with  the  Company's  sales
personnel.  The  sales representative organizations sell,  in  addition  to  the
Company's products, similar, but generally non-competitive, products.   In  most
instances, either party may terminate a sales representative relationship on  30
days'  prior notice in accordance with customary industry practice.  The Company
utilizes  approximately  40  sales representative organizations,  including  one
through which approximately 26% and 16% of the Company's net revenues were  made
in  Fiscal  1999  and  Fiscal 1998, respectively. No other sales  representative
organization accounted for more than 10% of the Company's net revenues in either
year. The remainder of the Company's sales are made to retail customers serviced
by the Company's sales personnel.

FOREIGN MARKETING

      While the major portion of the Company's marketing efforts are made in the
United  States, approximately 3% and 2% of the Company's net revenues in  Fiscal
1999 and Fiscal 1998, respectively, were derived from customers based in foreign
countries.  See  Note  15  of  notes  to the consolidated  financial  statements
included   in  Item  8  "Financial  Statements  and  Supplementary   Data"   and
"Management's  Discussion  and Analysis of Results of Operations  and  Financial
Condition."

LICENSING AND RELATED ACTIVITIES

     The Company has several license agreements in place that allow licensees to
use  the  Emerson and G Clef trademark for the manufacture and/or  the  sale  of
consumer  electronics and other products.  The license agreements cover  various
countries  throughout  the  world and are subject  to  renewal  at  the  initial
expiration  of  the  agreements.  Additionally, the  Company  has  entered  into
several  sourcing and inspection agreements that require the Company to  provide
these  services  in exchange for a fee.  License revenues recognized  in  Fiscal
years   1999,   1998  and  1997  were  $3,633,000,  $5,597,000  and  $5,040,000,
respectively.  The decrease in licensing revenues was primarily attributable  to
the  expiration of the Agreement described in the next paragraph.   The  Company
records a majority of licensing revenues as they are earned over the term of the
related agreements.

      In February 1995, the Company and one of its largest Suppliers and certain
of  the  Supplier's affiliates (collectively, the "Supplier") entered  into  two
mutually  contingent agreements (the "Agreements").  Effective March  31,  1995,
the Company granted a license of certain trademarks to the Supplier for a three-
year  term.  The license permitted the Supplier to manufacture and sell  certain
video  products under the Emerson and G Clef trademark to one of  the  Company's
largest  customers (the "Customer") in the U. S. and Canada, and  precluded  the
Supplier from supplying product to the Customer other than under the Emerson and
G  Clef  trademark or the Supplier's other trademark.  Further,  the  Agreements
provided  that the Supplier would supply the Company with certain video products
for  sale  to other customers at preferred prices for a three-year term.   Under
the  terms of the Agreements, the Company received non-refundable minimum annual
royalties  from the Supplier to be credited against royalties earned from  sales
of  video cassette recorders and players, television/video cassette recorder and
player  combinations,  and  color televisions to  the  Customer.   In  addition,
effective  August 1, 1995, the Supplier assumed responsibility for  returns  and
after-sale  and  warranty  services on all video products  manufactured  by  the
Supplier and sold to the Customer, including similar video products sold by  the
Company  prior  to  April  1, 1995.  Royalty income recognized  by  the  Company
pursuant  to  the  Agreement was $4,000,000 in Fiscal  1998  and  1997,  and  is
included  in the balances provided above.  The Agreements expired on  March  31,
1998.

      In  anticipation of the expiration of the Agreements, Emerson  executed  a
four-year  agreement   ("Daewoo Agreement") with Daewoo  Electronics  Co.  Ltd.,
("Daewoo")  in April 1997.  This agreement provides that Daewoo will manufacture
and  sell television and video products bearing the Emerson and G Clef trademark
to  customers  in  the U.S. market.  Daewoo is responsible for and  assumes  all
risks  associated  with,  order processing, shipping,  credit  and  collections,
inventory, returns and after-sale service.  The Company will arrange  sales  and
provide marketing services and in return receive a commission for such services.
The Daewoo agreement does not contain minimum annual commissions and is entirely
dependent  on  the volume of sales made by the Company that are subject  to  the
Daewoo  Agreement.   Either  party  upon 90  days'  notice  can  terminate  this
agreement without cause.

      Additionally, the Company has several other licensing agreements in  place
with  Licensees  primarily  in the United States, Latin  America  and  parts  of
Europe.

      Throughout many parts of the world, the Company maintains distributorship,
and/or  sales  support and assistance agreements that allow the distribution  of
the  Company's product into defined geographic areas.  Currently the Company has
such agreements for India, Bangladesh, North Africa, Canada and the Middle East.

      The  Company  intends  to  pursue  additional  licensing  and  distributor
opportunities  and believes that such activities have had and will  continue  to
have  a  positive impact on operating results by generating income with  minimal
incremental  costs,  if  any,  and without the necessity  of  utilizing  working
capital.  See "Management's Discussion and Analysis of Results of Operations and
Financial Condition" and "Forward-Looking Information."

DESIGN AND MANUFACTURING

      The  majority  of  the  Company's products are  manufactured  by  original
equipment manufacturers in accordance with the Company's specifications.   These
manufacturers  are primarily located in Hong Kong, South Korea, China,  Malaysia
and Thailand.

      The Company's design team is responsible for product development and works
closely with its  suppliers.  Company engineers determine the detailed cosmetic,
electronic  and  other  features for new products, which  typically  incorporate
commercially available electronic parts to be assembled according to its design.
Accordingly,  the  exterior  designs and operating  features  of  the  Company's
products   reflect  the  Company's  judgment  of  current  styles  and  consumer
preferences.    The  Company's  designs  are  tailored  to  meet  the   consumer
preferences  of  the  local market, particularly in the case  of  the  Company's
international markets.

      During  Fiscal  1999  and  Fiscal 1998, 100% of  the  Company's  purchases
consisted of imported finished goods.

     The following summarizes the Company's purchases from its major suppliers.

<TABLE>
                                      FISCAL YEAR
             SUPPLIER               1999       1998

           <S>                       <C>        <C>
           Tonic Electronics         32%        20%
           Daewoo                    22%        42%
           Imarflex                  12%         *

    *  Less than 10%.

</TABLE>

      No  other  supplier  accounted for more than 10% of  the  Company's  total
purchases   in   Fiscal  1999  or  Fiscal  1998.   The  Company  considers   its
relationships  with its suppliers to be satisfactory and believes that,  barring
any  unusual shortages or economic conditions (See "Management's Discussion  and
Analysis  of  Results  of  Operations and Financial Condition",  "Inflation  and
Foreign  Currency"  and  "Forward-Looking Information"  regarding  the  economic
crisis  in  Asia)  the  Company  could develop, as  it  already  has  developed,
alternative sources for the products it currently purchases.  The Company has  a
contractual  agreement  with  one  supplier to provide  raw  materials  totaling
approximately $1.5 million.  No assurance can be given that certain shortages of
product would not result if the Company was required to seek alternative sources
of  supply without adequate notice by a supplier or a reasonable opportunity  to
seek alternate production facilities and component parts.

WARRANTIES

      On  sales  the  Company makes to customers within the United  States,  the
Company  offers limited warranties comparable to those offered to  consumers  by
its competitors.

RETURNED PRODUCTS

     Customers return product to the Company for a variety of reasons, including
liberal  retailer  return  policies with their customers,  damage  to  goods  in
transit and occasional cosmetic imperfections and mechanical failures.

      The  Company has an agreement with Hi Quality International (U.S.A.)  Inc.
("Hi  Quality")  as  an outlet for the Company's returned products  pursuant  to
which  Hi  Quality  has  agreed to purchase from the Company  returned  consumer
electronics products in the United States that are not subject to the return-to-
vendor agreements discussed below.  Hi Quality will refurbish them, if feasible,
and sell them as either refurbished or "As-Is" product.

      To  further reduce the costs associated with product returns, the  Company
has  entered  into  return-  to-vendor  agreements  with  the  majority  of  its
suppliers.   For  a fee, the Company returns defective returned product  to  the
supplier  and  in  exchange  receives  a unit.   The  agreements  cover  certain
microwave  oven,  home  theater,  audio and video  products.   The  Company  has
realized  and expects to continue to realize significant cost savings from  such
agreements.

BACKLOG

      From  time-to-time, the Company has substantial orders from  customers  on
hand.  Management believes, however, that backlog is not a significant factor in
its  operations.  The ability of management to correctly anticipate and  provide
for  inventory  requirements  is essential to the successful  operation  of  the
Company's business.

TRADEMARKS

The  Company owns the Emerson and G Clef, "H.H. Scott (registered)"  and  "Scott
(registered)"  trademarks  for certain of its home  entertainment  and  consumer
electronic  products  in  the United States, Canada, Mexico  and  various  other
countries.   Of  the  trademarks owned by the Company, those registered  in  the
United States must be renewed at various times through 2009 and those registered
in  Canada  must  be  renewed  at  various times  through  2013.  The  Company's
trademarks are also registered on a worldwide basis in various countries,  which
registrations  must be renewed at various times.  The Company intends  to  renew
all such trademarks.  The Company considers the Emerson and G Clef trademark  to
be  of  material  importance  to its business. The Company  owns  several  other
trademarks,  none  of  which is currently considered by the  Company  to  be  of
material  importance  to  its  business.   The  Company  has  licensed   certain
applications  of  the  Emerson and G Clef trademark to several  licensees  on  a
limited  basis and for a definitive period of time.  See " Licensing and Related
Activities."

COMPETITION

      The  market  segment  of the consumer electronics industry  in  which  the
Company  competes generates approximately $15 billion of factory sales  annually
and  is  highly  fragmented,  cyclical and very  competitive,  supporting  major
American,  Japanese and Korean companies, as well as numerous  small  importers.
The  industry  is  characterized  by the short life  cycle  of  products,  which
requires continuous design and development efforts.

      The  Company primarily competes in the low to medium-priced sector of  the
consumer electronics market.  Management estimates that the Company has  several
dozen competitors that are manufacturers and/or distributors, many of which  are
much  larger and have greater financial resources than the Company.  The Company
competes  primarily on the basis of its products' reliability,  quality,  price,
design,  consumer  acceptance of the Emerson and G Clef trademark,  and  quality
service  to retailers and their customers.  The Company's products also  compete
at  the retail level for shelf space and promotional displays, all of which have
an  impact on the Company's established and proposed distribution channels.  See
"Management's  Discussion  and Analysis of Results of Operations  and  Financial
Condition."

SEASONALITY

      The  Company generally experiences stronger demand from its customers  for
its products in the fiscal quarters ending September and December.  Accordingly,
to accommodate such increased demand, the Company generally is required to place
higher  orders with its vendors during the quarters ending June  and  September,
thereby  increasing the Company's need for working capital during such  periods.
On  a  corresponding  basis, the Company also is subject  to  increased  returns
during the quarters ending March and June, which adversely affects the Company's
collection activities and liquidity during such periods.  Operating results  may
fluctuate  due  to other factors such as the timing of the introduction  of  new
products,  price  changes  by the Company and its competitors,  demand  for  the
Company's  products, product mix, delay, available inventory levels, fluctuation
in  foreign  currency  exchange  rates relative to  the  United  States  dollar,
seasonal cost increases, and general economic conditions.

GOVERNMENT REGULATION

      Pursuant to the Tariff Act of 1930, as amended, the Trade Act of 1974  and
regulations promulgated thereunder, the United States government charges  tariff
duties,  excess  charges,  assessments and penalties  on  many  imports.   These
regulations  are subject to constant change and revision by government  agencies
and  by action by the United States Trade Representative and may have the effect
of  increasing the cost of goods purchased by the Company or limiting quantities
of  goods  available to the Company from its overseas suppliers.   A  number  of
states have adopted statutes regulating the manner of determining the amount  of
payments  to independent service centers performing warranty service on products
such  as  those  sold  by  the  Company.   Additional  Federal  legislation  and
regulations   regarding  the  importation  of  consumer  electronics   products,
including  the  products  marketed  by the  Company,  have  been  proposed  from
time-to-time  and,  if  enacted into law, could adversely affect  the  Company's
results of operations.

EMPLOYEES

      As  of  June  7,  1999, the Company had approximately 112 employees.   The
Company considers its labor relations to be generally satisfactory.  The Company
has no union employees.

Item 2.  PROPERTIES

      The  Company leases warehouse and office space in New Jersey,  Texas,  and
Hong Kong under leases expiring at various times.

     Lease agreements for 10,132 square feet of office space in Hong Kong expire
July  31, 2000.  A lease for office space at its Corporate offices in New Jersey
for  21,509 square feet expires on October 1, 2003. There is also 29,000  square
feet  of  warehouse  and  office space rented from an Affiliate  pursuant  to  a
Management  Services Agreement which can be terminated by either party  upon  60
days' notice.

      The  Company  utilizes  public  warehouse space.   Such  public  warehouse
commitments are evidenced by contracts with terms of up to one year.   The  cost
for  the public warehouse space is primarily based on a fixed percentage of  the
Company's  sales from each respective location.  The Company does not  presently
own any real property.

Item 3.  LEGAL PROCEEDINGS

CERTAIN OUTSTANDING COMMON STOCK

     Pursuant to the Company's bankruptcy restructuring plans on March 31, 1994,
30  million  shares of the Company's Common Stock were issued to GSE  Multimedia
Technologies Corporation ("GSE"), Fidenas International Limited, L.L.C.  ("FIN")
and   Elision  International,  Inc.  ("Elision").  GSE,  FIN  and  Elision  (the
"Affiliated  Entities") are all affiliates of Geoffrey P. Jurick, the  Company's
Chairman of the Board, Chief Executive Officer and President.  On June 11, 1996,
a  Stipulation  of   Settlement  and  Order  (the "Settlement  Agreement")   was
executed in proceedings before the United States District Court for the District
of  New  Jersey,  which settled various legal proceedings  in  Switzerland,  the
Bahamas  and  the  United States. The Settlement Agreement provides  for,  among
other  things,  the payment by Mr. Jurick and his Affiliated Entities  of  $49.5
million  to  various  claimants of Mr. Jurick and the Affiliated  Entities  (the
"Creditors"), to be paid from the proceeds of the sale of certain  of  the  29.2
million  shares of Emerson common stock (the "Settlement Shares") owned  by  the
Affiliated  Entities.  In addition, Mr. Jurick is to be paid  the  sum  of  $3.5
million from the sale of the Settlement Shares. The Settlement Shares are to  be
sold  over  an indeterminate period of time by a financial advisor,  TM  Capital
(the  "Advisor")  pursuant to marketing plan taking into consideration  (i)  the
interests  of  Emerson's minority stockholders, and (ii) the goal of  generating
sufficient proceeds to pay the Creditors and Mr. Jurick as quickly as  possible.
The  Settlement  Shares have been divided into two pools.   The  Pool  A  Shares
currently consist of 15.3 million shares of Emerson's common stock. The  Pool  B
Shares  currently consist of the number of Emerson shares with respect to  which
Mr. Jurick must retain beneficial ownership of voting power to avoid an event of
default  arising  out  of  a change of control pursuant  to  the  terms  of  the
Company's Loan and Security agreement ("Senior Secured Credit Facility")  with a
U.S. financial institution (the "Lender") and/or  the  Indenture  governing  the
Company's  8-1/2%  Senior  Subordinated Convertible  Debentures  Due  2002  (the
"Debentures").  Sales  of  the Settlement Shares  may  be  made  pursuant  to  a
registered  offering if the sales price is not less than 90% of the  average  of
the  three  most recent closing prices (the "Average Closing Price"), or,  other
than  in  a  registered offering, of up to 1% per quarter of the Emerson  common
stock  outstanding,  if  the sales price is not less than  90%  of  the  Average
Closing  Price.   Any other attempted sales are subject to the  consent  of  the
Company,  Mr.  Jurick,  the  Creditors, and, if  necessary,  the  United  States
District Court in Newark, New Jersey.

      All  of the Settlement Shares secure payment of the $49.5 million owed  to
the  Creditors on a first priority basis.  Any Creditor may apply to  the  Court
for  an  order  to terminate the Settlement Agreement if  certain events  occur.
Such events include, without limitation, delisting of the Settlement Shares from
a  national  securities exchange or a determination that there is no  reasonable
prospect  that  the  goals  contemplated by  the  Settlement  Agreement  can  be
achieved. In November 1997, Petra Stelling and Barclays Bank filed a motion with
the  Court  for an order (i) terminating the Settlement Agreement on the  ground
that  there  is  no  reasonable  prospect that the  goals  contemplated  by  the
Settlement  Agreement  can  be  accomplished, and (ii)  granting  the  Creditors
authorization to exercise all the rights and remedies provided by the Settlement
and  Pledge  Agreements  in the event of termination including  authorizing  the
Collateral  Agent to sell the Emerson Shares to fund payment of  the  Settlement
Amount and to vote the Emerson Shares pending such sale, directing the entry and
release  of  the  Consent Judgments, authorizing Petra Stelling to  enforce  the
Swiss  Judgment  and for such other relief as the Court deems appropriate.   The
Company  and  Mr. Jurick responded, the Creditors replied and a hearing  on  the
motion concluded in July 1998.  No decision has been rendered by the Court.

      If  the  Court  enters an order terminating the Settlement Agreement,  the
Creditors  may take any action permitted by law to execute the Consent Judgments
given  to them in connection with the Settlement Agreement to collect the unpaid
balance  (including, without limitation, foreclosing on the Settlement  Shares).
If the Creditors foreclose on the Settlement Shares and such foreclosure results
in  a change of control (as defined in the Senior Secured Credit Facility), such
foreclosure  will  be  deemed  an event of default under  the  Company's  Senior
Secured  Credit  Facility entitling the holders to accelerate  payment  of  such
indebtedness.  In addition, if a change of control (as defined in the  Indenture
governing the Debentures) occurs, each of the holders of the Debentures, subject
to  the right of the Senior Secured Creditors to impose a 120 day payment block,
has  the  right to require the Company to repurchase its Debentures at  the  par
value  thereof plus accrued but unpaid interest.  Such repurchases  may  have  a
material   adverse   effect  on  the  Company's  future   business   activities.
Furthermore,  a change of control will severely limit the Company's  ability  to
utilize  existing tax net operating losses (NOL's)  affecting loss  and  foreign
tax credit limitations provided by the Internal Revenue Codes.

SWISS PROCEEDING INVOLVING CERTAIN DIRECTORS

      In 1994, Petra and Donald Stelling ("the Stellings"), two of the Creditors
filed  a  complaint with the Swiss Authorities alleging that Messrs. Jurick  and
Jerome  H.  Farnum ("Farnum"), directors of the Company,  had conducted  banking
operations in Switzerland without appropriate licenses and that Messrs.  Jurick,
Farnum,  and Peter G. Bunger ("Bunger"), also a director of the Company, engaged
in improper activities in the financing of the Company's Plan of Reorganization.
The  Company  is  not a party to these proceedings.  Although, as  part  of  the
settlement  discussed above, the Stellings and other affected parties  requested
the  discontinuance  of the criminal investigations of these  individuals,  this
matter  remains  open and a hearing commenced in mid-May 1999.  It  is  believed
that  hearings on all charges will be concluded no earlier than September  1999.
The  Swiss  authorities are seeking monetary penalties  from Messrs. Jurick  and
Farnum.   The  Federal  Banking Commission of Switzerland  previously  issued  a
decree  purporting  to determine that certain entities affiliated  with  Messrs.
Jurick  and Farnum were subject to Swiss banking laws and had engaged in banking
activities without a license.

OTAKE

      On December 20, 1995, the Company filed suit in the United States District
Court  for  the District of New Jersey against Orion Sales, Inc., Otake  Trading
Co.  Ltd., Technos Development Limited, Shigemasa Otake, and John Richard  Bond,
Jr.,  (collectively, the "Otake Defendants") seeking damages and alleging breach
of  contract,  breach  of  covenant  of good  faith  and  fair  dealing,  unfair
competition,  interference with prospective economic  gain,  and  conspiracy  in
connection  with  certain  activities  of the  Otake  Defendants  under  certain
agreements  between  the  Company  and the  Otake  Defendants.   The  Court  has
scheduled a September 28, 1999 trial date.

      On December 21, 1995, Orion Sales, Inc. and Orion Electric (America), Inc.
filed  suit  against the Company in the United States District  Court,  Southern
District of Indiana, Evansville Division, subsequently amended, alleging various
breaches  of  certain  agreements  by the Company,  including  breaches  of  the
confidentiality  provisions, certain payment breaches,  breaches  of  provisions
relating to product returns, and other alleged breaches of those agreements, and
seeking  declaratory and injunctive relief and  damages in the  amount  of  $3.2
million,  together  with interest thereon, attorneys' fees,  and  certain  other
costs.  The  Company  is  presently  owed the  sum  of  $5  million  from  Orion
representing  royalty payments past due and owing pursuant to a certain  License
Agreement dated February 22, 1995 by and between the Company and Orion.  In  the
context of the action pending in the Southern District of Indiana (the "District
Court"),  Orion  has  executed a pre-judgment garnishment  of  these  funds  and
deposited them with the Clerk of the District Court pursuant to an Order of  the
District  Court.   Orion has not contested the Company's  entitlement  to  these
royalty  payments.   Orion  has  also posted a  bond  with  the  District  Court
sufficient  to compensate Emerson for any and all damages that may  result  from
the pre-judgment garnishment.

      The  Company  withheld  payment of the sum of  $3.2  million  for  certain
consumer electronic products that Orion and its affiliates sold and delivered to
Emerson  pursuant to a certain Agreement dated February 22, 1995 by and  between
Emerson  on  the  one  hand  and  Orion, Otake Trading  Co.,  Inc.  and  Technos
Development  Limited  on  the  other  (the  "Supply  Agreement").   Emerson  has
vigorously  contested Orion and its affiliates' entitlement to the $3.2  million
payment.

      On  December  11,  1998, the District Court in the  Southern  District  of
Indiana  granted  Emerson Partial Summary Judgment in the amount  of  $2,956,604
plus  additional  costs as a result of Orion having refused  to  accept  returns
pursuant to the License Agreement (the "Returns").  The Court also granted Orion
Summary  Judgment  in  the  amount  of $3,202,023  with  interest  for   product
previously purchased.  On or about May 7, 1999 the Court amended its order dated
December  11,  1998  awarding  Emerson Partial Summary  Judgment  against  Orion
concerning  liability for the "Returns" and set a trial date of July  19,  1999.
At  the  same  time, that Court also issued an order determining  that  OEA  was
entitled  to  interest at the lesser rate of eight percent (8%) (OEA  sought  an
award  of  interest at eighteen percent (18%)) on the December 11, 1998  summary
judgment  award  to  OEA in the amount of $3,202,023 for that  certain  consumer
electronic product that Emerson had ordered and received from OEA.  The  parties
have  since agreed that the Returns issue is to be decided in the District Court
of New Jersey.

      The  Company  believes that it has a meritorious claim against  the  Otake
Defendants,  meritorious  affirmative  defenses in  response  to  Orion's  claim
concerning  liability  for the Returns and believes  that  the  results  of  the
litigation should not have a material adverse effect on the financial  condition
of the Company or on its operations.

BANKRUPTCY CLAIMS

     The Company is presently engaged in litigation regarding a bankruptcy claim
that  has  not  been resolved since the restructuring of the Company's  debt  on
March 31, 1994.  This claim was filed on or about July 25, 1994, with the United
States  Bankruptcy Court for the District of New Jersey, in connection with  the
rejection  of  certain executory contracts with two Brazilian entities,  Cineral
Electronica   de  Amazonia  Ltda.  and  Cineral  Magazine  Ltda.  (collectively,
"Cineral").  The amount currently claimed is for $93.6 million, of  which  $86.8
million represents a claim for lost profits. The claim will be satisfied, to the
extent the claim is allowed by the Bankruptcy Court, in the manner other allowed
unsecured  claims  were satisfied.  The Company has objected to  and  vigorously
contested  the  claim  and believes it has meritorious defenses  to  the  highly
speculative portion of the claim for lost profits and the portion of  the  claim
for  actual  damages  for  expenses incurred  prior  to  the  execution  of  the
contracts.  An adverse final ruling on the Cineral claim could have  a  material
adverse effect on the Company, even though it would be limited to 18.3%  of  the
final  claim  determined  by  a court of competent jurisdiction;  however,  with
respect  to  the  claim for lost profits, the Company believes the  chances  for
recovery for lost profits are remote.

TAX CLAIM

      A  wholly owned subsidiary of the Company, Emerson Radio (Hong Kong)  Ltd.
was assessed $858,000 by the Hong Kong Inland Revenue Department (the "IRD")  in
May  1998.   The assessment relates to the Fiscal 1993 to Fiscal 1998 tax  years
and asserts that certain revenues reported as non taxable by Emerson Radio (Hong
Kong)  Ltd.  are subject to a profits tax.  In May 1999, the Company proposed  a
compromise  offer to the IRD in which the Company and the IRD without  prejudice
will settle the assessment for $256,000.  The Company has recorded a tax reserve
in  the  current period for the assessment in anticipation of the IRD  accepting
the  compromise offer.  Should the proposed settlement be accepted by  the  IRD,
the Company expects its foreign taxes to increase in future periods.

     Emerson Radio (Hong Kong) Ltd. is also in litigation with the IRD regarding
a  separate  assessment  of  $547,000 pertaining to  the  deduction  of  certain
expenses  that relate to the taxable years Fiscal 1992 to Fiscal  1999.   During
February  1999, the Company received a favorable appellate ruling in regards  to
the  assessment,  which has been further appealed by the IRD to the final  court
of appeals of the IRD.  The Company believes that it will prevail in this case.

EISENBACH

      On  January 19, 1998, the Company was served with a lawsuit filed in  June
1997  in the German Regional Court Frankfurt Am Main, filed by Professor Gerhard
Eisenbach against the Company, Geoffrey P. Jurick, the Company's Chairman, Chief
Executive Officer and President, Fidenas International Ltd. LLC, an affiliate of
Mr.  Jurick,  and  Eugene I. Davis, a former executive officer of  the  Company,
jointly  and severally, alleging breach of contractual duty, tort and investment
fraud arising from Eisenbach's $1,000,000 investment in the Company, on or about
March  31,  1994,  in  conjunction  with the  Company's  reorganization  in  the
Bankruptcy Court.  While the outcome of this action is not certain at this time,
the  Company believes it has meritorious defenses to the claims made and intends
to vigorously defend this action.

EUGENE DAVIS

      On  September 24, 1997, pursuant to the terms of his Employment Agreement,
as  amended, Mr. Davis was requested to resign as a director.  On September  25,
1997  the Company terminated Mr. Davis' employment for cause.  The circumstances
surrounding  such termination of employment are the subject of  two  proceedings
filed  on  September 30, 1997 and October 2, 1997, respectively, in the Superior
Court  of  the State of New Jersey ("Superior Court") seeking injunctive  relief
and  money  damages,  respectively,  in which  the  Company,  SSG,  and  certain
directors  and officers of the Company and SSG and Mr. Davis are  parties.   The
two  lawsuits  have  been consolidated and a trial date has been  scheduled  for
September 28, 1999.   While the outcome of these actions is not certain at  this
time,  the  Company  believes the results of the litigation should  not  have  a
material  adverse  effect on the financial condition of the Company  or  on  its
results of operations.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

      On  September 22, 1998, Connecticut General Life Insurance Company (CGLIC)
filed  suit  against  the Company in the United States District  Court  for  the
District  of  New  Jersey  seeking damages related to  the  Company's  insurance
contract  with CGLIC.  In April 1999, the Company favorably settled  the  action
and the suit was dismissed with prejudice.

      The  Company is involved in other legal proceedings and claims of  various
types  in  the ordinary course of business.  While any such litigation to  which
the  Company is a party contains an element of uncertainty, management presently
believes  that the outcome of each such proceeding or claim which is pending  or
known  to  be  threatened, or all of them combined, will  not  have  a  material
adverse effect on the Company's consolidated financial position.

TANASHIN

     On March 10, 1999, the Company was served with a complaint filed by
Tanashin Denki Co., Ltd. in the United States District Court for the Eastern
District of Virginia (Alexandria Division) alleging that various products
sold by the Company infringe various patents owned by Tanashin and seeking
injunctive and monetary relief.  In April, 1999, the District Court granted
the Company's motion for a change of venue and the suit is now pending
in the United States District Court for the District of New Jersey.
While the outcome of this action is not certain at this time, the Company
believes it has meritorious defenses and is indemnified through various
indemnification agreements with its vendors.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not Applicable.

                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
  STOCKHOLDER MATTERS

     (a) Market Information

      The Company's Common Stock has traded on the American Stock Exchange since
December  22,  1994 under the symbol MSN.  The following table  sets  forth  the
range of high and low sales prices for the Company's Common Stock as reported by
the American Stock Exchange during the last two fiscal years.

<TABLE>
                             FISCAL  1999       FISCAL 1998
                             HIGH     LOW       HIGH      LOW

        <S>                  <C>      <C>       <C>       <C>
        First Quarter        $ 5/8    3/8       $1-1/16   $1/2
        Second Quarter        11/16   3/8          3/4     7/16
        Third Quarter          5/8    1/4          3/4     3/8
        Fourth Quarter         7/8    7/16         9/16    3/8

</TABLE>

      There  is  no  established trading market for the Company's  Common  Stock
Purchase Warrants.

     (b) Holders

     At June 7, 1999, there were approximately 621 stockholders of record of the
Company's Common Stock and 13 holders of the Warrants.

     (c) Dividends

     The Company's policy has been to retain all available earnings, if any, for
the  development  and growth of its business.  The Company has never  paid  cash
dividends  on  its  Common Stock.  In deciding whether to pay dividends  on  the
Common  Stock  in  the  future, the Company's Board of Directors  will  consider
factors  it  deems  relevant,  including the Company's  earnings  and  financial
condition  and  its  working capital and anticipated capital expenditures.   The
Company's  United  States  credit facility and  the  Indenture  contain  certain
dividend payment restrictions on the Company's Common Stock.  Additionally,  the
Company's  Certificate of Incorporation, defining the rights  of  the  Series  A
Preferred  Stock, prohibits Common Stock dividends unless the Series A Preferred
Stock  dividends  are paid or put aside.  The Series A Preferred  Stock  accrues
dividends, payable on a quarterly basis, at a 7% dividend rate through March 31,
1997,  then  declining by a 1.4% dividend rate each succeeding year until  March
31,  2001  when no further dividends are payable.  The Company is  currently  in
arrears on $840,000 of dividends of the Company's Series A Preferred Stock.  See
"Management's  Discussion  and Analysis of Results of Operations  and  Financial
Condition."

     (d)  Unregistered Securities

     The Company authorized 10 million shares and issued 10,000 shares of Series
A  Convertible Preferred Stock ("Series A Preferred Stock") on March  31,  1994.
As of April 2, 1999, there were 3,714 shares outstanding.

      The  Series A Preferred Stock is convertible into shares of the  Company's
common  stock  at  any time during the period beginning on March  31,  1997  and
ending on March 31, 2002.  The conversion rate is equal to 80% times the average
of  the daily market prices of a share of the Company's common stock for the  60
consecutive days immediately preceding the conversion date.

      During the year ended April 2, 1999, the Company issued a total of 286,885
shares  of the common stock, upon conversion of 100 shares of Series A Preferred
Stock.   No  consideration was received by the Company for the issuance  of  the
shares  of common stock.  The shares of common stock were issued by the  Company
to  certain  of  its  existing  holders of Series A  Preferred  Stock  where  no
commission  or  other remuneration was paid or given directly or indirectly  for
soliciting  such exchange.  The shares of common stock were issued  pursuant  to
Section 3(a) (9) of the Securities Act of 1933, as amended.

Item 6.  SELECTED CONSOLIDATED FINANCIAL DATA

      The following table sets forth selected consolidated financial data of the
Company  for  the five years ended April 2, 1999.  For the year ended  April  3,
1998,  the  Company changed its financial reporting year to a  52/53  week  year
ending on the Friday closest to March 31.  Accordingly, the current fiscal  year
ended on April 2, 1999. The selected consolidated financial data should be  read
in  conjunction with the Company's consolidated financial statements,  including
the  notes  thereto,  and "Management's Discussion and Analysis  of  Results  of
Operations and Financial Condition" set forth elsewhere in this Form 10-K.

<TABLE>
                     April 2,   April 3,    March 31,    March 31,  March 31,
                       1999      1998         1997         1996       1995

SUMMARY OF OPERATIONS:

<S>                  <C>        <C>         <C>          <C>        <C>
Net Revenues (1)     $158,730   $162,730    $178,708     $245,667   $654,671

Net Earnings (Loss)
  (2)                $    289   $ (1,430)   $(23,968)    $(13,389)  $ 7,375

BALANCE SHEET DATA
    AT PERIOD END:

Total Assets         $ 54,395   $ 54,767    $ 58,768     $ 96,576   $113,969
Current Liabilities    23,351     19,890      21,660       35,008     59,782
Long-Term Debt         20,847     20,929      21,079       20,886        214
Shareholders' Equity   10,197     13,948      16,029       40,382     53,651
Working Capital         6,859      9,610      13,258       48,434     42,598
Current Ratio        1.3 to 1   1.5 to 1    1.6 to 1     2.4 to 1   1.7 to 1

PER COMMON SHARE:
  (2)

Net Income (Loss)
   Per Common Share
   - Basic           $   (.01)  $   (.04)   $  (0.61)    $  (0.35)  $   0.25

Net Income (Loss)
   Per Common Share
   - Diluted         $   (.01)  $   (.04)   $  (0.61)    $  (0.35)  $   0.19

Weighted Average
  Shares Outstanding:
Basic                  49,398     45,167      40,292       40,253     36,530
Diluted                49,398     45,167      40,292       40,253     47,900

Common Shareholders'
   Equity per
   Common Share
   (3)               $   0.12    $  0.18     $  0.15     $  0.75     $  1.08

</TABLE>

(1) The decline in net direct revenues for Fiscal 1995 through 1999 was due
  primarily to the implementation of a license agreement effective
  March 31, 1995.  Prior to entering into this license agreement, the Company
  reported the  full dollar value of such sales.  Subsequent to entering
  into this license agreement the Company reported royalty and commission
  revenue from the licensing agreement.  Net Revenues for Fiscal 1995
  included $340,465,000 of sales of video products subsequently covered
  under this license agreement.   See  "Business- Licensing and Related
  Activities".

(2) For Fiscal 1995 potentially dilutive securities include 4,664,000  shares
  assuming  conversion of $10 million of Series A Preferred  Stock  at  a  price
  equal to 80% of the weighted average market value of a share of Common Stock,
  determined as of March 31, 1995.  Since the Series A Preferred Stock  was  not
  convertible  into  Common Stock until March 31, 1997,  the  number  of  shares
  issuable upon conversion may differ significantly.  Per common share data  for
  Fiscal  1996  through Fiscal 1999 are based on the net earnings  or  loss  and
  deduction  of  preferred stock dividend requirements (resulting in  additional
  loss  attributable  to  common  stockholders for  Fiscal  1996-1999)  and  the
  weighted  average  of new Common Stock outstanding during  each  fiscal  year.
  Loss  per  share  does  not  include potentially dilutive  securities  assumed
  outstanding since they are anti-dilutive.

(3) Calculated based on common shareholders' equity divided by actual shares of
  Common  Stock outstanding.  Common shareholders' equity at April 2,  1999  and
  April  3,  1998,  is equal to total shareholders' equity less  $4,343,000  and
  $5,713,000,  respectively,  for the liquidation preference  of  the  Series  A
  Preferred  Stock.   Common shareholders' equity at March 31,  1997,  1996  and
  1995  is  equal  to  total  shareholders' equity  less  $10  million  for  the
  liquidation preference of the Series A Preferred Stock.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
  OPERATIONS AND FINANCIAL CONDITION

GENERAL

      The Company reported a decline in its net revenues for Fiscal 1997 through
Fiscal  1999  primarily due to a decline of video, T.V., home  theater  and  car
stereos,  partially offset by increases in audio product sales.  The decline  in
revenues was attributable to management's decision to change the product mix due
to  competitive reasons.  The Company expects its sales in the United States for
Fiscal 2000 to increase as a result of additional product offerings.

RESULTS OF OPERATIONS - FISCAL 1999 COMPARED WITH FISCAL 1998

      NET  REVENUES    Consolidated net revenues for Fiscal 1999 decreased  $4.0
million (2.5%) as compared to Fiscal 1998. The decrease in net revenues resulted
primarily  from  decreases in unit sales of microwave  ovens  and  home  theater
products.   The  reduced  revenues  were offset  by  increased  sales  of  audio
products,  particularly CD/radio/cassette products and CD shelf  systems.   This
decrease  in  product sales was partially offset by a significant  reduction  in
returned product resulting from an overall more restrictive return policy by the
Company's customers.  It is expected that this trend of declining revenues  will
not  continue.   Revenues earned from the licensing of the Emerson  and  G  Clef
trademark  were  $3.6 million for Fiscal 1999 as compared to  $5.6  million  for
Fiscal  1998.   The decrease is attributable to the first year transition  of  a
marketing  agreement  with  Daewoo Electronics, Ltd. implemented  to  replace  a
previous license agreement.  This decline is expected to be temporary as the new
program becomes fully implemented in Fiscal 2000.

      The  Company  reports  royalty and commission  revenues  earned  from  its
licensing  arrangements, covering various products and territories, in  lieu  of
reporting  the  full  dollar  value of such sales and  associated  costs.   (See
"Business-Licensing and Related Activities"). The Company expects its U.S. gross
sales  on  its  Core Products to improve and its margins on such sales  to  also
improve due to the change in product mix to higher margin products.

      COST  OF  SALES    Cost  of  Sales, as a percentage  of  consolidated  net
revenues, was 87.3% and 87.5% in Fiscal 1999 and Fiscal 1998.

      The  Company's gross profit margins continue to be subject to  competitive
pressures  arising from pricing strategies associated with the category  of  the
consumer  electronics  market  in  which the Company  competes.   The  Company's
products are generally placed in the low-to-medium priced category of the market
that  tend  to  be  the  most competitive and generate the lowest profits.   The
Company  believes that the combination of the (i) Daewoo Agreement; (ii) license
agreements;  and  (iii)  introduction of higher  margin  products  will  have  a
favorable  impact  on  the  Company's gross profit.  The  Company  continues  to
promote  its  direct  import programs to limit its working  capital  risks.   In
addition,  the Company continues to focus on its higher margin products  and  is
reviewing  new  products  that  can generate higher  margins  than  its  current
business,  either through license arrangements, acquisitions and joint  ventures
or on its own.

      OTHER  OPERATING COSTS AND EXPENSES   Other operating costs  and  expenses
decreased  $344,000 in Fiscal 1999 as compared to Fiscal 1998,  primarily  as  a
result of reduced freight costs on returns, offset by increased return-to-vendor
program fees as this program was fully implemented this fiscal year.

      SELLING,  GENERAL  AND  ADMINISTRATIVE EXPENSES ("S,G&A")    S,G&A,  as  a
percentage  of  net revenues, were 8.2% in Fiscal 1999 as compared  to  9.5%  in
Fiscal  1998. In absolute terms, S,G&A decreased by $2.5 million in Fiscal  1999
as  compared  to  Fiscal  1998. The decrease in S,G&A as  a  percentage  of  net
revenues and in absolute terms was primarily attributable to a reduction in  co-
op advertising and a reduction in charges related to bad debts, partially offset
by an increase in professional and consulting fees.

     EQUITY IN EARNINGS OF AFFILIATE  The Company's 31% share in the earnings of
an  Affiliate amounted to $1.5 million for Fiscal 1999, which  was approximately
the same as for Fiscal 1998.

      WRITE-DOWN OF INVESTMENT IN AND ADVANCES TO JOINT VENTURES  Write-down  of
investment  in  and advances to Joint Ventures was $900,000 for Fiscal  1999  as
compared  to $714,000 for Fiscal 1998.  For Fiscal 1999 the write-down consisted
of a charge of $230,000 for the continuing liquidation of a joint venture and  a
$670,000 charge for the write-down of a foreign investment.  For Fiscal 1998 the
charge of $714,000 was entirely for the joint venture.

      LOSS  ON  MARKETABLE  SECURITIES   Due to  the  write-down  of  marketable
securities  which  are  classified  as "available-for-sale",  net  of  gains  on
completed sales.

     INTEREST EXPENSE   Interest expense decreased by $238,000 in Fiscal 1999 as
compared  to  Fiscal 1998. The decrease was attributable to the amortization  of
closing  costs  associated with a borrowing which were fully  amortized  in  the
prior  year, along with a reduction in short-term average borrowings  due  to  a
reduction in working capital requirements.

      PROVISION FOR INCOME TAXES  The Company's provision for income  taxes  was
$207,000 for Fiscal 1999 as compared to $254,000 for Fiscal 1998.  The provision
for income taxes consisted primarily of foreign tax for both years.

      NET  INCOME   As a result of the foregoing factors, the Company  generated
net   income  of  $289,000  for  Fiscal 1999  as  compared  to  a  net  loss  of
approximately $1.4 million for Fiscal 1998.

RESULTS OF OPERATIONS - FISCAL 1998 COMPARED WITH FISCAL 1997

      NET  REVENUES   Consolidated net revenues for Fiscal 1998 decreased  $16.0
million (8.9%) as compared to Fiscal 1997. The decrease in net revenues resulted
primarily  from decreases in unit sales of video cassette recorders, televisions
and  television/video cassette recorder combination units due to  the  Company's
licensing  agreement with Daewoo and the Supplier.  The decrease  also  resulted
from decreases in unit sales of (i) home theater products, due to a reduction in
the  variety  of  products  offered, and  (ii) car audio  products,  which  were
discontinued in Fiscal 1998, and the transfer of the Company's Canadian sales to
a  local  distributor.  The reduced revenues were partially offset by  increased
sales  of  microwave  ovens  attributable to a  broader  product  line,  by  the
introduction of the Company's CinemaSurround(Registered) product, and by
the sales of  home audio  products  into  foreign  markets as well as  the
U.S.  market.  Revenues recognized  from  the  licensing of the Emerson and
G Clef trademark  were  $5.6 million in Fiscal 1998 as compared to
$5.0 million for Fiscal 1997.

      The  Company  reports  royalty and commission  revenues  earned  from  its
licensing  arrangements, covering various products and territories, in  lieu  of
reporting  the  full  dollar  value of such sales and  associated  costs.   (See
"Business-Licensing and Related Activities").

      COST OF SALES   Cost of Sales, as a percentage of net revenues, was 87% in
Fiscal 1998 as compared to 97% in Fiscal 1997.  Cost of sales in Fiscal 1998 was
significantly  improved due to the change in the product mix  to  higher  margin
products  and  the  reduction of inventory overhead costs due to  the  Company's
successful efforts to shift a higher proportion of its sales to a direct  import
basis.  For Fiscal 1998, products representing approximately 84% of net revenues
were directly imported from manufacturers to the Company's customers as compared
to 46% for Fiscal 1997.

      OTHER  OPERATING COSTS AND EXPENSES   Other operating costs  and  expenses
increased $1.3 million in Fiscal 1998 as compared to Fiscal 1997, primarily as a
result of the Company's implementation of its return-to-vendor program.

      SELLING,  GENERAL  AND  ADMINISTRATIVE EXPENSES ("S,G&A")    S,G&A,  as  a
percentage  of net revenues, were 9.5% in Fiscal 1998 as compared  to  10.5%  in
Fiscal  1997. In absolute terms, S,G&A decreased by $3.2 million in Fiscal  1998
as  compared  to  Fiscal 1997. The decrease in  S,G&A as  a  percentage  of  net
revenues and in absolute terms was primarily attributable to the following:  (i)
a  decrease  in  salary expense associated with the Company's  reduced  staffing
levels;  (ii)  a  decrease  in  professional  fees;  and  (iii)  a  decrease  in
depreciation expense.

      RESTRUCTURING AND OTHER NONRECURRING CHARGES   The Company did not  record
any restructuring charges in Fiscal 1998, compared to charges of $3.0 million in
Fiscal  1997.  The  charges  recorded in Fiscal 1997 includes  charges  for  the
closure of the Company's local Canadian office; employee severance; asset write-
downs;  and  $1.9 million of non-recurring charges relating to the proposed  but
unsuccessful acquisition of International Jensen Incorporated.

     EQUITY IN EARNINGS OF AFFILIATE  The Company's 28% share in the earnings of
an  Affiliate amounted to $1.5 million for Fiscal 1998 as compared to a loss  of
$66,000  for  Fiscal 1997. During Fiscal 1998, fourteen months of earnings  were
included  in  the Consolidated Statement of Operations, compared to Fiscal  1997
when  only two months of operations were included in the Statement of Operations
due  to  the  acquisition of the Affiliate's stock on December 10,  1996  and  a
change in the Affiliate's fiscal year.

      WRITE-DOWN OF INVESTMENT IN AND ADVANCES TO JOINT VENTURES  Write-down  of
investment  in  and advances to Joint Ventures was $714,000 for Fiscal  1998  as
compared  to  $0 for Fiscal 1997.  For Fiscal 1998 the write-down  consisted  of
$714,000 for the liquidation of a 50% investment in a joint venture.

      INTEREST EXPENSE   Interest expense decreased by  $919,000 in Fiscal  1998
as  compared  to  Fiscal 1997. The decrease was attributable  to  a  significant
reduction  in borrowings on the U.S. revolving line of credit facility primarily
due to the reduction in trade accounts receivable and inventory.

      PROVISION FOR INCOME TAXES  The Company's provision for income  taxes  was
$254,000 for Fiscal 1998 as compared to $230,000 for Fiscal 1997.  The provision
for income taxes consisted primarily of foreign tax for both years.

      NET LOSS   As a result of the foregoing factors, the Company  generated  a
net   loss   of  $1.4  million for Fiscal 1998 as compared  to  a  net  loss  of
approximately $24.0 million for Fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

       Net cash provided by operating activities was $5,286,000 for Fiscal 1999.
Cash  was  primarily  provided  by the reduction in  accounts  receivables,  the
increase  in  accounts  payable  and other current  liabilities,  combined  with
increased  profitability of the Company. The decrease in accounts receivable  is
due  primarily to the change in the nature of the Company's sales  to  a  direct
shipment basis.

      Net  cash utilized by investing activities was $2,299,000 for Fiscal 1999.
Cash was utilized primarily for the purchase of marketable securities.

      Net  cash used for financing activities was $1,495,000 primarily  for  the
purchase of the Company's stock for treasury and retirement.

     The Company maintains an asset-based $10 million U. S. line of credit.  The
facility provides for revolving loans and letters of credit, subject to  certain
limits  which, in the aggregate, cannot exceed  the lesser of $10 million  or  a
"Borrowing  Base"  amount based on specified percentages  of  eligible  accounts
receivable  and inventories. The Company is required to maintain a  certain  net
worth  level,  and is in compliance with this requirement.  At  April  2,  1999,
there  was  $2,216,000  of  borrowings under the facility,  and  no  outstanding
letters of credit issued for inventory purchases.

      The  Company's  Hong  Kong subsidiary currently maintains  various  credit
facilities,  as  amended, aggregating $28.5 million with a  bank  in  Hong  Kong
consisting  of  the  following:  (i) a $3.5 million  credit  facility  which  is
generally  used for letters of credit for a foreign subsidiary's  direct  import
business  and  affiliates' inventory purchases and (ii)  a  $25  million  credit
facility,  for  the  benefit  of  a  foreign  subsidiary,  which  is   for   the
establishment  of  back-to-back  letters of  credit.   At  April  2,  1999,  the
Company's Hong Kong subsidiary pledged $1 million in certificates of deposit  to
this  bank to assure the availability of these credit facilities.  At  April  2,
1999,  there were $2,124,000 and $5,000,000 respectively, of letters  of  credit
outstanding under these credit facilities.

      The  Company has continued to enter into licensing agreements for existing
core  business  products  and  new products, and intends  to  pursue  additional
licensing  opportunities.  The Company believes that such  licensing  activities
will  have  a  positive  impact on net operating results by  generating  royalty
income  with  minimal  costs,  if any, and without the  necessity  of  utilizing
working  capital  or  accepting customer returns.  (See "Business-Licensing  and
Related Activities").

      SHORT-TERM  LIQUIDITY.  At present, management believes that  future  cash
flow  from  operations  and  the institutional financing  noted  above  will  be
sufficient  to fund all of the Company's cash requirements for the  next  fiscal
year.   During Fiscal 1999, the Company reduced accounts receivable by  33%  and
continued to gain the benefit of previously implemented cost-reduction programs.
The Company intends to maintain these reduced accounts receivable levels and  to
continue  the sale of its products on a direct basis.  In Fiscal 1999,  products
representing  approximately  84% of net revenues  were  directly  imported  from
manufacturers to the Company's customers.  The direct import program implemented
by  the Company is critical in providing sufficient working capital to meet  its
liquidity  objectives.  If the Company is unable to maintain its existing  level
of  direct  sales volume, it may not have sufficient working capital to  finance
its operating plan.

      The  Company  is  currently in arrears on $840,000  of  dividends  on  the
Company's  Series  A Preferred Stock which bears a dividend  rate  of  4.2%  for
Fiscal 1999.

      The  Company's liquidity is impacted by the seasonality of  its  business.
The  Company generally records the majority of its annual sales in the  quarters
ending  September   and  December.  This requires the  Company  to  open  higher
amounts  of  letters of credit during the quarters ending June   and  September,
therefore  increasing the Company's working capital needs during these  periods.
Additionally, the Company receives the largest percentage of customer returns in
the  quarters ending March  and June.  The higher level of returns during  these
periods  adversely impacts the Company's collection activity, and therefore  its
liquidity.  The Company believes that the license agreements as discussed above,
and  the arrangements it has implemented concerning returned merchandise, should
favorably impact the Company's cash flow over their respective terms.

      LONG-TERM  LIQUIDITY.  The Company has discontinued certain  lower  margin
lines of products and believes that this, together with the Daewoo Agreement and
the  introduction of higher margin product lines can continue the  profitability
achieved  in  Fiscal  1999, and reverse the trend of losses  reported  in  prior
fiscal years.  The senior secured credit facility with the Lender was amended in
March  1998  and extended to March 31, 2001 and imposes a financial covenant  on
the  Company.   Non  compliance  of the covenant  could  materially  affect  the
Company's future liquidity.  Management believes that its direct import  program
and the anticipated cash flow from operations and the financing noted above will
provide  sufficient liquidity to meet the Company's operating and  debt  service
cash requirements on a long-term basis.

      As  of  April 2, 1999 the Company had no material commitments for  capital
expenditures.

INFLATION AND FOREIGN CURRENCY

     Neither inflation nor currency fluctuations had a significant effect on the
Company's  results of operations during Fiscal 1999. The Company's  exposure  to
currency  fluctuations has been minimized by the use of U.S. dollar  denominated
purchase  orders,  and  by sourcing production in more  than  one  country.  The
Company  purchases virtually all of its products from manufacturers  located  in
various  Asian  countries.  These countries are emerging from  an  economic  and
financial  market crisis that, to date, has not adversely affected the Company's
ability  to  purchase product.  If the economic recovery currently  in  progress
should  reverse  its trend it could adversely affect the Company's  relationship
with  its  suppliers and its ability to acquire products for resale.  Additional
financial turmoil in the South American economies may have an adverse impact  on
the Company's South American Licensee.

YEAR 2000

      The  Year  2000  issue  is primarily the result of  computer  programs  or
databases  using a two-digit format, as opposed to four digits, to  represent  a
calendar  year.   Some  computer systems will be unable to  correctly  interpret
dates beyond the year 1999, which could cause a system failure or other computer
errors,  leading to a disruption in the operation or accuracy of  such  systems.
The  Company has undertaken a company-wide study and testing program  to  locate
and  cure any Year 2000 issues in the products or systems on which it relies and
in  the products it offers for sale. This phase of the Company's Year 2000 study
is  completed.  The Company believes its internal systems, as of the end of  its
second calendar quarter of 1999 will be Year 2000 compliant. The specific  costs
of   achieving  Year  2000  compliance  are  approximately  $500,000  of   which
approximately  $350,000  has been expended to date. The  Company  has  been  and
anticipates  continuing  to  work jointly with strategic  vendors  and  business
partners  to  identify any Year 2000 issues that may impact  the  Company.   The
Company  anticipates that evaluation and corrective actions,  if  any,  will  be
ongoing  throughout  1999.  To date, the Company has  not  identified  any  such
problems  requiring  corrective action that will result in  a  material  adverse
impact  on  the Company.  However, there can be no assurance that the  companies
with  which  the  Company does business will achieve Year 2000 compliance  in  a
timely fashion, or that such failure to comply by another company will not  have
a  material adverse effect on the Company.  The Company believes the products it
currently offers for sale or license are all Year 2000 compliant, and  that  the
cost  to  remediate any previously sold product that is not Year 2000  compliant
will  not  be  material.  The Company has and will incur  internal  staff  costs
related to the above initiative.

      Based on the assessment effort to date, the Company does not believe  that
the  Year  2000  issue  will have a material adverse  effect  on  its  financial
condition,  results  of operations, or cash flows.  This represents  a  forward-
looking  statement under the Private Securities Litigation Reform Act  of  1995.
Actual   results  could  differ  materially  from  the  Company's   belief   and
expectations,  which  are  based on certain assumptions  and  expectations  that
ultimately  may prove to be inaccurate.  Potential sources of risk  include  (a)
the  inability of principal suppliers to be Year 2000 ready, which could  result
in  delays  in  product deliveries from such suppliers;  (b) disruption  of  the
distribution  channel, including transportation vendors; (c)  customer  problems
that  could affect revenue demand; and  (d) undiscovered issues related to  Year
2000  compatibility which could have a material adverse impact.   The  Company's
Year  2000 assessment is ongoing and the consideration of contingency plans will
continue  to be evaluated as new information becomes available.  At this  stage,
however,  the  Company  has not developed a comprehensive  contingency  plan  to
address  situations that may result if any of the third parties upon  which  the
Company  is dependent is unable to achieve Year 2000 compliance.  The  need  for
such a contingency plan will be evaluated throughout 1999.

RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD

      SFAS No. 133, "Accounting  for Derivative Instruments and Hedging
Activities," which  will  be effective  for the Company for Fiscal 2000,
establishes accounting and reporting standards  for derivative instruments,
including certain derivative  instruments embedded in other contracts,
and hedging activities.  The Company has  not  yet determined the effects,
if any, of implementing SFAS No. 133 on its reporting of
financial information.

FORWARD-LOOKING INFORMATION

      This  report contains various forward looking statements under the Private
Securities Litigation Reform Act of 1995 (the "Reform Act') and information that
are based on Management's beliefs as well as assumptions made by and information
currently  available  to  Management.  When  used  in  this  report,  the  words
"anticipate", "estimate", "expect", "intend", "predict", "project", and  similar
expressions   are  intended  to  identify  forward  looking  statements.    Such
statements are subject to certain risks, uncertainties and assumptions.   Should
one  or  more of these risks or uncertainties materialize, or should  underlying
assumptions  prove  incorrect, actual results may  vary  materially  from  those
anticipated,  expected  or projected.  Among the key factors  that  could  cause
actual  results  to differ materially are as follows:  (i) the  ability  of  the
Company  to  continue  selling  large quantities  of  products  to  its  largest
customers  whose  net  revenues represented 52%  and  24%  of  Fiscal  1999  net
revenues;  (ii)  competitive  factors such  as  competitive  pricing  strategies
utilized  by  retailers  in  the domestic marketplace  that  negatively  impacts
product  gross  margins;  (iii)  the ability of  the  Company  to  maintain  its
suppliers,  primarily all of whom are located in the Far East; (iv) the  outcome
of the litigation (See "Legal Proceedings");  (v) the availability of sufficient
capital  to  finance  the Company's operating plans; (vi)  the  ability  of  the
Company  to  comply  with the restrictions imposed upon it  by  its  outstanding
indebtedness;  (vii)  the  Year  2000 Issue (as described  above);   and  (viii)
general economic conditions.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
  MARKET RISK.

  Not material.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements and supplementary data required by this Item 8 are
set forth at the pages indicated in Item 14(a) below.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
  ACCOUNTING AND FINANCIAL DISCLOSURE

  None.
                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS

                                   MANAGEMENT

OFFICERS AND DIRECTORS

      The  following table sets forth certain information regarding the Officers
and Directors of the Company as of the date hereof:

<TABLE>

<CAPTION>
NAME                            AGE    POSITION

<S>                             <C>    <C>
Geoffrey P. Jurick (3)          58     Chairman of the Board, Chief Executive
   (3)                                 Officer, President and Director

John P. Walker                  36     Executive Vice President and Chief
                                       Financial Officer

Marino Andriani                 51     President, Emerson Radio Consumer
                                       Products Corporation

John J. Raab                    63    Senior Vice President - International

Elizabeth J. Calianese          41    Vice President - Human Resources,
                                      Deputy General Counsel and Secretary

Christina A. Iatrou             36    Assistant Secretary and Assistant
                                      General Counsel

Robert H. Brown, Jr.
   (1)(2)(3)(4)                 45    Director

Peter G. Bunger
   (2)(3)                       58    Director

Jerome H. Farnum
   (1)(2)(3)                    63    Director

Stephen H. Goodman
   (1)(3)(4)                    55    Director

</TABLE>
_______________________________
(1) Member of Audit Committee
(2) Member of Compensation and Personnel Committee
(3) Member of Executive Committee (Mr. Goodman is an alternate member of the
    Executive Committee)
(4) Member of Special Committee

GEOFFREY  P. JURICK has served as Director since September 1990, Chief Executive
Officer since July 1992, Chairman since December 1993 and President since  April
1997.   Mr. Jurick also previously served as President from July 1993 to October
1994.   From March 1990 until approximately 1994, he was President and  Director
of  Fidenas Investment Limited. Since December 1993, Mr. Jurick has served as  a
Director  of  Fidenas International Limited, L.L.C. and its predecessor  ("FIN")
and, since May 1994, as an officer and general manager of Fidenas International.
Mr.  Jurick has served as a Director and Chairman of GSE Multimedia Technologies
Corporation ("GSE"), which is traded in the over-the-counter market,  since  May
1994.   Since  March  1996,  Mr.  Jurick  has  served  as  Chairman  of  Elision
International Ltd. ("Elision").  For more than the past five years,  Mr.  Jurick
has  held  a variety of senior executive positions with several of the  entities
comprising  the  Fidenas  group of companies ("Fidenas Group").  Since  December
1996,  Mr.  Jurick has served as a Director and Chairman of the Board and  since
January 23, 1997 as Chief Executive Officer of Sport Supply Group, Inc. ("SSG"),
whose  securities are traded on the New York Stock Exchange.  The  Company  owns
31%  of  the  outstanding  common shares of   SSG.   See  "Item  13.  -  Certain
Relationships and Related Transactions".

JOHN  P.  WALKER  has  served as Executive Vice President  and  Chief  Financial
Officer  since  April 1996 and was Senior Vice President from April  1994  until
March  1996.  Mr. Walker was Vice President-Finance from February 1993 to  April
1994  and Assistant Vice President-Finance from June 1991 to January 1993. Since
December  1996, Mr. Walker has served as a Director and Chief Financial  Officer
of SSG. Effective July 1998, Mr. Walker became the President and Chief Operating
Officer  of  SSG  in addition to his positions as Director and  Chief  Financial
Officer.  See "Item 13. - Certain Relationships and Related Transactions".

MARINO  ANDRIANI  has  served as President of Emerson  Radio  Consumer  Products
Corporation  since February 1996.  From December 1994 until February  1996,  Mr.
Andriani  was  President  of  Appliance Corp. of  America,  a  Welbilt  Consumer
Products  Company.  From March 1993 to December 1994, Mr. Andriani was President
of  Orient  Express Marketing. Prior to March 1993, Mr. Andriani  was  Executive
Vice President-Sales of the Company from September 1990 to March 1993.

JOHN  J.  RAAB has served as Senior Vice President - International since October
1997,  Senior  Vice President-Operations from October 1995 until September  1997
and  was Vice President-Far East Operations from May 1995 until September  1995.
Prior  to  May  1995  he was President and Chief Operating  Officer  of  Robeson
Industries Corp. from March 1990 to March 1995.  Robeson Industries Corp.  filed
for  relief  under Chapter 11 of the United States Bankruptcy Code  and  emerged
from Bankruptcy and was sold in the end of 1994.

ELIZABETH  J.  CALIANESE has served as Secretary since  January  1996,  as  Vice
President-Human Resources since May 1995 and as Deputy General Counsel since May
1995.   From  April 1991 to May 1995, Ms. Calianese served as Assistant  General
Counsel.

CHRISTINA A. IATROU has served as Assistant Secretary since August 1996  and  as
Assistant  General Counsel since May 1995.  From October 1987 to May  1995,  Ms.
Iatrou was a senior associate with the law firm of Crocco & De Maio, P.C. in New
York City.

ROBERT  H. BROWN, JR. has been a Director since July 1992.  Since January  1999,
Mr.  Brown  has been President and Chief Executive Officer of Frost  Securities,
Inc., an investment banking firm.  From July 1998 to January 1999, Mr. Brown was
President of RHB Capital, LLC.  From January 1998 to July 1998, he was Executive
Vice  President  of  Dain  Rauscher,  formerly  Rauscher  Pierce  Refsnes,  Inc.
("Rauscher").  From February 1994 to January 1998, Mr. Brown was Executive  Vice
President  of Capital Markets of Rauscher, in Dallas, Texas.  From January  1990
until  February  1994, Mr. Brown was Senior Vice President and Director  of  the
Corporate Finance Department of Rauscher.  From May 1993 through March 1999, Mr.
Brown  served  as a Director of Stevens Graphics Corp., which is traded  on  the
American Stock Exchange.

PETER  G.  BUNGER  has  been a Director since July 1992.   Presently,  he  is  a
consultant  with  Savarina  AG. Since October 1992, Mr.  Bunger  has  served  as
Director  of  Savarina  AG,  engaged  in the business  of  portfolio  management
monitoring  in  Zurich,  Switzerland, and since 1992, as  Director  of  ISCS,  a
computer  software  company. Since December 1996, Mr. Bunger  has  served  as  a
Director   of   SSG.   See  "Item  13.  -  Certain  Relationships  and   Related
Transactions".

JEROME  H.  FARNUM  has been a Director since July 1992. Since  July  1994,  Mr.
Farnum  has  been an independent consultant.  From 1979 until 1994,  Mr.  Farnum
served as a senior executive with several of the entities comprising the Fidenas
Group,  in  charge  of legal and tax affairs, accounting, asset  and  investment
management, foreign exchange relations, and financial affairs.

STEPHEN H. GOODMAN has been a Director since January 1999.  Since January  1998,
he  has  been  President, Chief Executive Officer and a Director of  the  Singer
Company,  N.V.  ("Singer"),  an international manufacturer  and  distributor  of
consumer and industrial sewing machines and a global retailer and distributor of
other  consumer durable product, the common stock of which is listed on the  New
York  Stock  Exchange.  From March 1986 to December 1997,  Mr.  Goodman  held  a
variety  of  positions with Bankers Trust Company, including Managing  Director,
Corporate  Strategy,  New  York and Managing Director,  Strategic  Advisory  and
Mergers  & Acquisitions Business, Asia.  Mr. Goodman is a Director of Singer,  a
member  of  the Supervisory Board of GM Pfaff A. G., a Frankfurt Stock  Exchange
listed subsidiary of Singer, and a director of a number of Singer affiliates and
subsidiaries.

Item 11.  EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION OF EXECUTIVE OFFICERS

      The following executive compensation disclosures reflect all plan and non-
plan compensation awarded to, earned by, or paid to the named executive officers
of  the  Company.   The  "named  executive officers"  are  the  Company's  Chief
Executive  Officer (the "CEO"), regardless of compensation level, and  the  four
most  highly compensated executive officers, other than the CEO, serving as such
on April 2, 1999.  Where a named executive officer has served during any part of
the  Company's fiscal year ended April 2, 1999 ("Fiscal 1999"), the  disclosures
reflect compensation for the full year in each of the periods presented.

SUMMARY COMPENSATION TABLE

      The  following  table summarizes for the years indicated the  compensation
awarded to, earned by, or paid to the named executives for services rendered  in
all capacities to the Company:

<TABLE>
<CAPTION>
                                                   OTHER      SECURI-    ALL
                                                   ANNUAL     TIES       OTHER
Name and                                           COMPEN-    UNDER-     COMPEN-
Principal               FISCAL                     SATION     LYING      SATION
Position(s)             YEAR   SALARY    BONUS     (1)        OPTIONS    (2)

<S>                     <C>    <C>       <C>       <C>         <C>        <C>
GEOFFREY P. JURICK      1999   $411,600  $ -       $108,145     -         $4,844
CHAIRMAN OF THE         1998    321,407    -        125,208     -         13,059
BOARD, CHIEF            1997    443,473   38,500    121,646     -          2,207
EXECUTIVE OFFICER
AND PRESIDENT (3)

JOHN P. WALKER          1999    100,000   50,000      -         -          2,400
EXECUTIVE VICE          1998    107,692   50,000      -         -          2,721
PRESIDENT AND           1997    179,166   40,000    18,816      -          7,089
CHIEF FINANCIAL
OFFICER (4)

MARINO ANDRIANI         1999    385,000     -        8,400    75,000      14,032
PRESIDENT,              1998    385,000     -        8,400      -         11,656
EMERSON                 1997    387,100     -        9,808    75,000      11,352
RADIO CONSUMER
PRODUCTS
CORPORATION(5)

JOHN J. RAAB            1999    210,000     -       8,400     50,000      10,100
SENIOR VICE             1998    210,000     -       8,400       -          7,780
PRESIDENT-              1997    212,100     -       8,638       -         11,237
INTERNATIONAL (5)

ELIZABETH J. CALIANESE  1999    125,000   25,000    8,400       -          7,110
VICE PRESIDENT-         1998    102,503   10,000    8,400     30,000       1,687
HUMAN RESOURCES,        1997     95,000     -       8,400     30,000       1,425
SECRETARY, AND
DEPUTY GENERAL
COUNSEL(5)

</TABLE>

(1)  Consists  of   (i) car allowance and auto expenses afforded to  the  listed
     Company executive officers, including $13,063 paid to Mr. Walker in
     Fiscal 1997, and $8,400 to Mr. Andriani, Mr. Raab and Ms. Calianese, in
     Fiscal 1999, 1998 and 1997, respectively, (ii) temporary lodging expenses
     and associated tax gross-ups in the amount of $108,145, $125,208 and
     $120,573 for Mr. Jurick, for Fiscal 1999, 1998 and 1997, respectively.

(2)  Consists of the Company's contribution to its 401(k) employee savings plan,
     group health, life insurance and disability insurance.  Includes $7,170  in
     premiums paid in Fiscal 1998 for a life insurance policy for Mr. Jurick.

 (3) Includes reimbursement of salary from SSG of $135,414 and $46,527  for  Mr.
     Jurick  in  Fiscal 1998 and 1997, respectively.  Pursuant to the Management
     Services  Agreement, between SSG and the Company (the "Management  Services
     Agreement"),  effective October 18, 1997, the Company reduced Mr.  Jurick's
     salary by $80,000 and will no longer be reimbursed by SSG for a portion  of
     Mr.  Jurick's  salary.  See "Item 13. - Certain Relationships  and  Related
     Transactions".

(4)  Effective January 15, 1998, the Company no longer pays Mr. Walker's  salary
     directly.   However, pursuant to the Management Services Agreement  by  and
     between  SSG  and the Company, the Company began reimbursing  SSG  for  Mr.
     Walker's  salary  and bonus that on an annualized basis  is  equivalent  to
     $100,000  and $50,000 respectively during Fiscal 1999 and 1998.  See  "Item
     13. - Certain Relationships and Related Transactions".

(5)  In  November  1995, Mr. Raab was granted a stock option to purchase  50,000
     shares  of common stock at an exercise price of $2.875 per share. In  April
     1996, Mr. Andriani was granted a stock option to purchase 75,000 shares  of
     common stock at an exercise price of $2.563 per share and in October  1996,
     Ms.  Calianese  was  granted a stock option to purchase  30,000  shares  of
     common  stock  at  an exercise price of $ 2.25 per share.  Ms.  Calianese's
     options  were repriced in Fiscal 1998 to $1.00 per share.  Mr.  Raab's  and
     Mr.  Andriani's  options were repriced in Fiscal 1999 to $1.00  per  share.
     The  options  vest in annual increments of one-third, commencing  one  year
     from  the  date  of  grant, and their exercise is contingent  on  continued
     employment with the Company.  Repriced options are reported as compensation
     in  the  fiscal  year  they  are repriced.  See  "Board  Report  on  Option
     Repricing".

OPTION GRANTS DURING 1999 FISCAL YEAR

     There  were  no options granted to the named executives identified  in  the
Summary Compensation table.

   OPTION EXERCISES  AND HOLDINGS

      The  following table provides information related to options exercised  by
the  named  executive officers during Fiscal 1999 and the number  and  value  of
options  held  at  fiscal year end.  The Company does not have  any  outstanding
stock appreciation rights.

<TABLE>

  OPTION EXERCISES DURING 1999 FISCAL YEAR AND FISCAL YEAR - END OPTION VALUES

<CAPTION>
                                                Number
                                                of
                                                Securi-
                                                ties
                                                Under-
                                                lying           Value of
                                                Un-             Unexercised
                                                exercised       In-the-
                                                Options         Money
                                                /SARS           Options
                                                at FY-End       /SARS
                        Shares         Value    (#)             at FY-End
                        Acquired       Real-    Exercisable     ($)(1)
                        on Exercise    ized     /Un-            Exercisable
Name                    (#)            ($)      exercisable     Unexercisable

<S>                     <C>            <C>      <C>             <C>
Geoffrey P. Jurick      ---            ---      600,000/0       $  0/$ 0
John P. Walker          ---            ---      200,000/0       $  0/$ 0
Marino Andriani         ---            ---       75,000/0       $  0/$ 0
John J. Raab            ---            ---       50,000/0       $  0/$ 0
Elizabeth J. Calianese  ---            ---       20,000/10,000  $  0/$ 0

</TABLE>

(1)   The  closing  price  for the Company's Common Stock  as  reported  by  the
American Stock Exchange on April 2, 1999 was $ .81.  Value is calculated on  the
basis  of the difference between the closing price and the option exercise price
of  "in  the money" options, multiplied by the number of shares of Common  Stock
underlying the option.

BOARD REPORT ON OPTION REPRICING

     The Board believes that the Company has taken constructive steps to improve
its  performance and believes that hiring and retaining key employees is central
to implementing these measures.  In furtherance of these goals, in May 1998, the
Board reduced the per share exercise price of options previously granted to  Mr.
Andriani  and Mr. Raab.  The Board concluded that the results achieved by  these
two  executives were basis for repricing of options granted to them.   No  other
provisions of these options were altered.

      In  accordance with the rules of the SEC, this Option Repricing Report  of
the  Board  of Directors is not intended to be "filed" or  "soliciting Material"
or  subject  to  Regulations 14A or 14C or Section 18 of the  Exchange  Act,  or
incorporated into any other filing by the Company with the SEC.

     The following table summarizes certain information concerning the repricing
of options to buy the Company's Common Stock held by all executive officers:

<TABLE>

                            TEN YEAR OPTION REPRICING
<CAPTION>
                                                                     Length
                            Number                                   of
                            of                                       Original
                            Secur-                                   Option
                            ities     Market                         Term Re-
                            Under-    Price of    Exercise   New     maining
                            lying     Stock at    Price at   Exer-   At
                 Date of    Options   Time of     Time of    cise    Date of
Name             Repricing  Repriced  Repricing   Repricing  Price   Repricing

<S>              <C>        <C>       <C>         <C>        <C>     <C>
ELIZABETH J.
   CALIANESE     05/13/97   30,000    $0.438      $2.25      $1.00   9.4 years

MARINO ANDRIANI  05/01/98   75,000    $0.438      $2.563     $1.00   7.9 years

JOHN J. RAAB     05/01/98   50,000    $0.438      $2.875     $1.00   7.5 years

</TABLE>

CERTAIN EMPLOYMENT CONTRACTS

      On  August 13, 1992, Geoffrey P. Jurick, Chairman, Chief Executive Officer
and  President  of  the  Company, entered into five-year  employment  agreements
("Jurick  Employment Agreements") with the Company and two of  its  wholly-owned
subsidiaries,  Emerson  Radio (Hong Kong) Ltd. and Emerson  Radio  International
Ltd.  (formerly  Emerson  Radio  (B.V.I.) Ltd.) (hereinafter,  collectively  the
"Companies"), providing for an aggregate annual compensation of $490,000  as  of
April  1,  1995.  Effective October 18, 1997, Mr. Jurick's employment  agreement
with  the  Company (but not the wholly-owned subsidiaries) was amended  and  Mr.
Jurick's  annual salary under the Jurick Employment Agreements  was  reduced  to
$410,000.    In  addition  to his base salary, the Jurick Employment  Agreements
provide  that  Mr. Jurick is entitled to an annual bonus upon recommendation  by
the  Compensation and Personnel Committee of the Company's Board  of  Directors,
subject  to the final approval of the Company's Board of Directors.   By  letter
agreement  dated  April 16, 1997, the terms of the Jurick Employment  Agreements
were  extended  until  March  31,  2000. However,  pursuant  to  the  Settlement
Agreement, hereinafter defined, Mr. Jurick's cash compensation from the  Company
and  all  subsidiaries and affiliates is limited to a total of $750,000 annually
until  the  Settlement Amount is paid.  See "Certain Relationships  and  Related
Transactions."   Pursuant to the Management Services Agreement,  SSG  reimbursed
the  Company for $0, $125,444 and $46,527 in salary payments made to Mr.  Jurick
in  Fiscal  1999,  1998 and 1997, respectively, for the  benefit  of  SSG.   The
Management Services Agreement was amended as of October 18, 1997 to provide that
SSG  will  no  longer  reimburse the Company for  any  of  Mr.  Jurick's  salary
payments,  but  will  pay  Mr.  Jurick  directly.   See  "Item  13.  -   Certain
Relationships and Related Transactions - Management Services Agreement".

      Subject  to  certain conditions, each of the Jurick Employment  Agreements
grants  to  Mr. Jurick severance benefits, through expiration of the  respective
terms of each of such agreements, commensurate with Mr. Jurick's base salary, in
the  event  that his employment with the Companies terminates due  to  permanent
disability,  without cause or as a result of constructive discharge (as  defined
therein).   In  the  event  that  Mr. Jurick's  employment  with  the  Companies
terminates  due  to  termination for "cause", because  Mr.  Jurick  unilaterally
terminates  the agreements or for reasons other than constructive  discharge  or
permanent  disability, Mr. Jurick shall only be entitled to base  salary  earned
through the applicable date of termination.  If Mr. Jurick were to be terminated
due  to  permanent  disability, without cause or as  a  result  of  constructive
discharge, the estimated dollar amount to be paid after April 2, 1999, based  on
the terms of the employment contract, would be $410,000.  However, the estimated
amounts  to  be  paid  is subject to certain limitations  under  the  Settlement
Agreement.   See  "Item 13. - Certain Relationships and Related  Transactions  -
Certain Outstanding Common Stock".

      As  of  April 1, 1994, John P. Walker, Executive Vice President and  Chief
Financial  Officer,  entered  into a three-year employment  agreement  with  the
Company providing for an annual compensation of $165,000 as of April 1, 1995 and
increased  to  $210,000 effective April 1, 1996 ("Walker Employment Agreement").
Effective  January 15, 1998, the Walker Employment Agreement was terminated  and
the  Management  Services Agreement with SSG was amended  to  provide  that  the
Company  will reimburse SSG for a portion of Mr. Walker's salary and  bonus,  if
any,  thus  reducing that portion paid directly by the Company to Mr. Walker  to
$0.

ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS

     There are no employment agreements deemed to have an anti-takeover effect.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The Compensation and Personnel Committee, which is presently comprised  of
Messrs.  Brown, Bunger and Farnum, (i) makes recommendations to the  full  Board
concerning  remuneration arrangements for executive management; (ii) administers
the  Company's 1994 Stock Compensation Program; and (iii) makes such reports and
recommendations, from time to time, to the Board of Directors upon such  matters
as the committee may deem appropriate or as may be requested by the Board.

      Geoffrey  P.  Jurick serves as Chairman of the Board and  Chief  Executive
Officer  of  the  Company  and SSG.  John P. Walker  serves  as  Executive  Vice
President  and  Chief Financial Officer of the Company and as  President,  Chief
Operating Officer, Chief Financial Officer and Director of SSG. Mr. Bunger,  who
is  a Director of the Company and SSG, serves on the Compensation Committees  of
the  Company and SSG. Geoffrey Jurick  was also a member of the Company's  Board
of  Directors  during  Fiscal 1999 and participated in deliberations  concerning
executive officer compensation.

REPORT OF COMPENSATION AND PERSONNEL COMMITTEE

      The  Compensation and Personnel Committee of the Board of  Directors  (the
"Compensation Committee"), which contains three  non-employee  Director,
oversees  the  Company's  executive  compensation  strategy.   The  strategy  is
implemented  through  policies  designed  to  support  the  achievement  of  the
Company's  business  objectives and the enhancement of stockholder  value.   The
Compensation  Committee reviews, on an ongoing basis, all aspects  of  executive
compensation.

      The  Compensation Committee's executive compensation policies support  the
following objectives:

   -The reinforcement of management's concern for enhancing stockholder value.

   -The attraction and retention of qualified executives.

   -The  provision  of  competitive compensation opportunities  for  exceptional
    performance.

The basic elements of the Company's executive compensation strategy are:

     BASE  SALARY.  Base salaries for  the  executive managers of the
     Company represent compensation for  the performance of defined functions
     and assumption  of  defined responsibilities. The Compensation
     Committee reviews each executive's  base salary  on  an  annual  basis.
     In  determining  salary  adjustments,   the Compensation  Committee
     considers the Company's  growth  in  earnings  and revenues  and
     the executive's performance level, as well as other  factors
     relating to the executive's specific responsibilities. Also considered  are
     the  executive's  position, experience, skills, potential for  advancement,
     responsibility, and current salary in relation to the expected level of pay
     for  the position. The Compensation Committee exercises its judgment  based
     upon  the above criteria and does not apply a specific formula or assign  a
     weight to each factor considered.

     ANNUAL   INCENTIVE  COMPENSATION.    At   the beginning  of
     each  year,  the Board of Directors establishes  performance
     goals  of the Company for that year, which may include target increases  in
     sales, net income and earnings per share, as well as more subjective  goals
     with  respect to marketing, product introduction and expansion of  customer
     base.

     LONG-TERM INCENTIVE COMPENSATION.  The  Company's  long-term
     incentive compensation for management and employees consists  of
     the 1994 Stock Compensation Program.

     The  Compensation  Committee views the granting  of  stock  options  as  a
significant  method of aligning management's long-term interests with  those  of
the  stockholders.  The Compensation Committee determines awards  to  executives
based on its evaluation of criteria that include responsibilities, compensation,
past  and  expected contributions to the achievement of the Company's  long-term
performance goals. Stock options are designed to focus executives on  the  long-
term performance of the Company by enabling executives to share in any increases
in value of the Company's stock.

       The  Compensation  Committee  encourages  executives,  individually   and
collectively, to maintain a long-term ownership position in the Company's stock.
The  Compensation Committee believes this ownership, combined with a significant
performance-based incentive compensation opportunity, forges  a  strong  linkage
between the Company's executives and its stockholders.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

      Mr.  Geoffrey  P. Jurick is the Chief Executive Officer, Chairman  of  the
Board  of  Directors  and President of the Company.  The Compensation  Committee
considered the Company's results in all aspects of its business, and  the  terms
of  his  employment agreement with the Company, in its review  of  Mr.  Jurick's
performance during Fiscal 1999.

      Mr.  Jurick's  annual  compensation, comprised of annual  base  salary  of
$411,600, is consistent with the Committee's targeted annual compensation  level
and  with the limitations established by the Settlement Agreement (See "Item 13.
-  Certain  Relationships and Related Transactions - Certain Outstanding  Common
Stock").  Mr. Jurick reduced his salary by $80,000 in Fiscal 1998 as a result of
SSG  paying  Mr.  Jurick  directly (See "Item 13. -  Certain  Relationships  and
Related   Transactions  -  Management  Services  Agreement").   The  terms   and
conditions  of  Mr.  Jurick's  employment  agreement  are  discussed  in  detail
beginning  on  page  27  (See  "Item  11. -  Executive  Compensation  and  Other
Information - Certain Employment Contracts").

POLICY ON QUALIFYING COMPENSATION

      Section  162(m)  of  the Internal Revenue Code of 1986,  as  amended  (the
"Code"),  for  tax  years beginning on or after January 1, 1994,  provides  that
public companies may not deduct in any year compensation in excess of $1 million
paid  to any of the individuals named in the Summary Compensation Table that  is
not,  among  other  requirements, "performance based,"  as  defined  in  Section
162(m).   None  of the named individuals received compensation in excess  of  $1
million during Fiscal 1999, 1998 or 1997. The Company's policy is to qualify, to
the  extent  reasonable, its executive officers' compensation for  deductibility
under  applicable tax laws.  However, the Board of Directors believes  that  its
primary  responsibility is to provide a compensation program that will  attract,
retain  and  reward  the  executive talent necessary to the  Company's  success.
Consequently, the Board of Directors recognizes that the loss of a tax deduction
could be necessary in some circumstances.

                      COMPENSATION AND PERSONNEL COMMITTEE

                         Robert H. Brown, Jr., Chairman
                                 Peter G. Bunger
                                Jerome H. Farnum

BOARD OF DIRECTORS AND COMMITTEES

      The business of the Company is managed under the direction of the Board of
Directors.  The  Board  meets  during  the  Company's  fiscal  year  to   review
significant  developments affecting the Company and to act on matters  requiring
Board  approval. The Board of Directors held six formal meetings  and  acted  by
unanimous written consent five times during the fiscal year ended April 2, 1999.
During Fiscal 1999, each member of the Board participated in at least 75% of all
Board meetings and at least 50% of all committee meetings held during the period
for which he served as a Director and/or committee member.

      During  Fiscal  1999,  the Board of Directors had  an  Audit  Committee  a
Compensation  and  Personnel  Committee an Executive  Committee  and  a  Special
Committee  to devote attention to specific subjects and to assist the  Board  in
the  discharge  of its responsibilities. The functions of these  committees  and
their current members are described below.

      AUDIT COMMITTEE.  The Company's Audit Committee is presently comprised  of
Messrs. Farnum (Chairman), Brown and Goodman.  The Audit Committee recommends to
the Board of Directors the appointment of a firm of certified public accountants
to  conduct  audits  of  the  Company's consolidated  financial  statements  and
monitors  the  performance  of  such  firm, reviews  accounting  objectives  and
procedures  of  the  Company  and the findings and reports  of  the  independent
certified public accountants, and makes such reports and recommendations to  the
Board  of  Directors  as it deems appropriate.  During Fiscal  1999,  the  Audit
Committee met two  times.

      COMPENSATION  AND  PERSONNEL COMMITTEE.  The  Compensation  and  Personnel
Committee, which is presently comprised of Messrs. Brown (Chairman), Bunger  and
Farnum  (i)  makes  recommendations to the full  Board  concerning  remuneration
arrangements for executive management; (ii) administers the Company's 1994 Stock
Compensation  Program;  and (iii) makes such reports and  recommendations,  from
time  to time, to the Board of Directors upon such matters as the committee  may
deem  appropriate or as may be requested by the Board.  During Fiscal 1999,  the
Compensation Committee met two times. See "Item 11. - Executive Compensation and
Other Information--Report of Compensation and Personnel Committee".

      EXECUTIVE  COMMITTEE.  The Executive Committee is presently  comprised  by
Messrs. Brown, Bunger, Farnum and Jurick.  Mr. Goodman is an alternate member of
the  Committee.   Subject  to  the  provisions of  the  Company's  By-Laws,  the
Executive  Committee has all of the power and authority of  the  full  Board  of
Directors except the following; 1.) declare or pay dividends; 2.) make, alter or
repeal  any  By-Law of the Company; 3.) elect, appoint or remove any  Directors;
4.)  submit  to shareholders any action that requires shareholder approval;  5.)
amend  or  repeal any resolution adopted by the Board; and 6.) take any material
action  affecting  the  Company's  operations including,  but  not  limited  to,
approval  of  mergers and acquisitions, purchase or disposal  of  major  Company
assets, etc.  During Fiscal 1999, the Executive Committee met one time.

      SPECIAL COMMITTEE.  The Special Committee, presently comprised of  Messrs.
Brown  and  Goodman,  was formed as part of the Settlement  Agreement  with  the
Creditors  to  evaluate  any offer to purchase the Emerson  Shares  which  would
result  in  a Change of Control of the Company as defined in the Senior  Secured
Credit  Facility and the Indenture.  During Fiscal 1999, the Committee  did  not
meet.  See Part I, Item 3, Legal Proceedings-Certain Outstanding Common Stock.

     The Board of Directors did not have a standing nominating committee, or any
other  committee performing similar functions during Fiscal 1999. The  functions
customarily attributable to a nominating committee were performed by  the  Board
of Directors as a whole.

COMPENSATION OF DIRECTORS

      Directors of the Company who are employees do not receive compensation for
serving  on  the  Board. Non-employee Directors are paid $10,000  per  annum  in
quarterly installments.  Non-employee Directors that are on the Compensation and
Personnel  Committee  are  paid $5,000 per annum;  Directors  of  the  Executive
Committee are paid $5,000 per annum; Directors of the Audit Committee are $7,500
per annum; and Special Committee Directors are paid $2,500 per annum.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following  table  sets  forth, as of June  7,  1999,  the  beneficial
ownership  of (i) each current Director; (ii) each Officer named in the  Summary
Compensation Table; (iii) the Directors and Executive Officers as  a  group  and
(iv)  each  stockholder known to management of the Company to  own  beneficially
more than  5% of the Company's outstanding shares of Common Stock.

      For  purposes  of  this Form 10-K, beneficial ownership of  securities  is
defined  in  accordance with the rules of the Securities and Exchange Commission
("SEC")  and  means  generally  that the power to vote  or  exercise  investment
discretion  with  respect  to securities regardless of  any  economic  interests
therein.   Except as otherwise indicated and based upon the Company's review  of
information  as  filed with the SEC, the Company believes  that  the  beneficial
owners of the securities listed below have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.

<TABLE>
<CAPTION>

Name and Address Of
Beneficial                     Amount and Nature
Owners                         of Beneficial Ownership (1)    Percent of Class

<S>                            <C>                            <C>
Geoffrey P. Jurick (2)(3)      29,752,642                     60.9%

Fidenas International          29,152,542                     59.6%
Limited, L. L. C.
831 Route 10
Suite 38, #113
Whippany, NJ 07981 (2)

Oaktree Capital Management      3,483,135                      7.1%
550 South Hope St., 22nd Fl
Los Angeles, CA   90071 (7)

Robert H. Brown, Jr. (4)           50,000                       *

Peter G. Bunger (4)                25,000                       *

Jerome H. Farnum (4)               25,000                       *

John P. Walker (5)                200,000                       *

Marino Andriani (5)                75,000                       *

John J. Raab (5)                   50,000                       *

Elizabeth J. Calianese (5)         20,000                       *

All Directors and Officers     30,197,642                     61.8%
 as a Group ((8) persons)(6)
_________________
(*)    Less than one percent

</TABLE>

 (1) Based on 47,828,215 shares of Common Stock outstanding as of June 23, 1999,
     plus  shares  of  Common  Stock under option of any Director  or  executive
     officer,  exercisable within 60 days.  Except as otherwise indicated,  does
     not  include (i) shares of Common Stock issuable upon conversion  of  3,714
     shares  of  Series  A  Preferred Stock, (ii)  Common  Stock  issuable  upon
     conversion  of  certain warrants issued to the Company's former  creditors,
     (iii) Common Stock issuable upon exercise of outstanding options, which are
     not  currently exercisable within 60 days, (iv) Common Stock issuable  upon
     conversion   of  the  Company's  8-1/2%  Senior  Subordinated   Convertible
     Debentures  Due 2002 (the "Debentures"), or (v) Common Stock issuable  upon
     the exercise of warrants granted to (a) Dresdner Securities (USA) Inc.,  or
     (b)  First  Cambridge  Securities Corporation ("First  Cambridge"),  and/or
     representatives of First Cambridge it so designates or its beneficiaries.

(2)  Consists  of  15,552,542, 1,600,000 and 12,000,000 shares of  Common  Stock
     which  were  held by FIN, Elision, and GSE, respectively.   FIN  is  record
     holder  of  an additional 847,458 shares of Common Stock and formerly  held
     such  shares as nominee.  The nominee relationship has been terminated  and
     FIN and Mr. Jurick disclaim beneficial ownership of such additional shares.
     Mr.   Jurick   indirectly  owns,  through  a  controlled  holding   company
     approximately 95% of FIN.  In addition, Mr. Jurick is the manager  of  FIN.
     FIN  owns  approximately  14.3% of Elision.  Mr.  Jurick  indirectly  owns,
     through certain holding companies and beneficial interests in affiliates, a
     controlling  interest  in each of GSE and Elision.  In  accordance  with  a
     Stipulation   and   Order  of  Settlement,  dated  June   11,   1996   (the
     "Stipulation"),  the shares of Common Stock held by Elision  and  GSE  were
     transferred and registered in the name of FIN.  All of the shares owned  by
     FIN, GSE and Elision are subject to certain restrictions.  See "Item 13.  -
     Certain Relationships and Related Transactions - Certain Outstanding Common
     Stock".

(3)  Includes options to purchase 600,000 shares of Common Stock.

(4)  Comprised  of  options issued pursuant to the Company's  1994  Non-Employee
     Director  Stock Option Plan.  See "Security Ownership of Certain Beneficial
     Owners and Management--Compensation of Directors."

(5)  In  July 1994, the Company granted stock options to purchase 200,000 shares
     of Common Stock to Mr. Walker exercisable at an exercise price of $1 per
     share. In November 1995, Mr. Raab was granted stock options to purchase
     50,000 shares of Common Stock at an exercise price of $2.875 per share.
     In April 1996, Mr. Andriani was granted stock options to purchase 75,000
     shares of Common Stock at an exercise price of $2.563 per share and in
     October 1996, Ms. Calianese was granted stock options to purchase 30,000
     shares of Common Stock at an exercise price of $2.25 per share.
     In May 1998, the options granted to Mr. Raab and Mr. Andriani
     were repriced to $1.00 per share.  In  May 1997, the options granted to
     Ms. Calianese were repriced to $1.00 per share.  The options vest in annual
     increments of one-third, commencing one year from the date of grant, and
     their exercise is contingent on continued employment with the Company.

(6)  Includes  1,045,000  shares of Common Stock subject  to  unexercised  stock
     options  which  were exercisable within 60 days under the  Company's  Stock
     Compensation Program.  Does not include options to purchase an aggregate of
     10,000 shares of Common Stock not currently exercisable within 60 days.

(7)  Based  on information set forth in Schedule 13D, dated May 22, 1998,  filed
     with the SEC by Oaktree Capital Management LLC, ("Oaktree"),
     Kenneth Grossman and OCM Principal Opportunities Fund, L. P. as
     amended by Amendment No. 1, dated December 15, 1998 and
     Amendment No. 2, dated February 10, 1999.  Consists of common
     shares issuable upon conversion of the owner's holdings of the Company's
     Debentures if such holdings were converted into shares of the Company's
     Common Stock.  The percentage of beneficial ownership assumes that the
     common shares that would be issued upon conversion are outstanding.

                      COMPARISON OF CUMULATIVE TOTAL RETURN

PERFORMANCE GRAPH

      The graph below compares the cumulative total stockholders' return on  the
Company's  Common Stock for the period December 22, 1994 (the date on which  the
Company's Common Stock began trading on the American Stock Exchange) to April 2,
1999,  with  the  cumulative total return over the same period of  the  American
Stock  Exchange and a peer group of companies. Companies used to  construct  the
peer group index are Cobra Electronics Corp., Matsushita Electric Industrial Co.
Ltd.,  Recoton  Corp.  and  Sony  Corp.    Philips  Electronics  NV  and  Zenith
Electronics Corp. were deleted from the peer group because their stocks were  no
longer  traded.   Recoton  Corp.  was added to the  peer  group.   In  selecting
companies  to be part of the peer group, the Company focuses on publicly  traded
companies that design electronic products, which have characteristics similar to
the  Company's  in  terms  of one or more of the following:   type  of  product,
distribution  channels, sourcing or sales volume.  The peer  group  assumes  the
investment  of  $100  in the Company's Common Stock, on December  22,  1994  and
reinvestment  of  all dividends.  The information in the graph was  provided  by
Media General Financial Services ("MGFS").  The comparison of the returns are as
follows:

<TABLE>
                    COMPARISON OF CUMULATIVE TOTAL RETURN OF
                      EMERSON RADIO CORP., PEER GROUP INDEX
                             AND BROAD MARKET INDEX
<CAPTION>
                               FISCAL YEAR ENDING

COMPANY/INDEX/MARKET    1994     1995     1996     1997     1998    1999

<S>                     <C>      <C>      <C>      <C>      <C>     <C>
Emerson Radio Corp.     100      135.14   110.81    45.95    18.92   35.14
Peer Group Index        100       95.11   106.39   108.68   122.39  141.70
NASDAQ Market Index     100      102.95   138.47   154.92   234.12  305.95

</TABLE>

The Customer Selected Stock List is made up of the following securities:

COBRA ELECTRONICS CORP.
MATSUSHITA ELECTRIC INDUSTRIES CO.
RECOTON CORP.
SONY CORP.

The  stock  price  performance depicted in the above graph  is  not  necessarily
indicative  of future price performance.  The Corporate Performance  Graph  will
not be deemed to be incorporated by reference in any filing by the Company under
the  Securities  Act or the Exchange Act except to the extent that  the  Company
specifically incorporates the graph by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SPORT SUPPLY GROUP, INC.

     On August 1, 1996, the Company and Emerson Radio (Hong Kong) LTD. ("Emerson
HK"),  filed a Schedule 13D with the SEC.  Pursuant to the Schedule 13D, Emerson
HK  reported that it acquired 669,500 shares of SSG's Common Stock (the "Initial
Shares").

      On  December  10,  1996, the Company acquired directly  from  SSG  (i)  an
additional 1,600,000 shares of newly-issued SSG Common Stock (the "New  Shares")
for an aggregate consideration of $11,500,000, or approximately $7.19 per share,
and   (ii)  5-year  warrants to acquire an additional 1,000,000  shares  of  SSG
Common Stock at an exercise price of $7.50 per share, subject to standard  anti-
dilution adjustments (the "Emerson Warrants") for an aggregate consideration  of
$500,000 ("Emerson Agreement").

      Prior  to  the  exercise of any of the Emerson Warrants, the  Company  and
Emerson  HK  own approximately 31% of the issued and outstanding shares  of  SSG
Common Stock.  If all of the Emerson Warrants are exercised by the Company,  the
Company will own approximately 39% of the issued and outstanding shares  of  SSG
Common Stock.

      Pursuant  to  a  Registration Rights Agreement (the  "Registration  Rights
Agreement"),  SSG  granted  to the Company and Emerson  HK  certain  demand  and
incidental registration rights with respect to the resale of the shares  of  SSG
Common  Stock they own, as well as on the exercise and resale of the  shares  of
SSG  Common Stock the Company may acquire under the Warrant Agreement  governing
the Emerson Warrants.

      The  total  consideration  paid by the Company  pursuant  to  the  Emerson
Agreement  was  $12  million,  of  which $11,500,000  was  attributable  to  the
1,600,000 New Shares and $500,000 was attributable to the Emerson Warrants.  The
$12,000,000  purchase price was borrowed by the Company from Congress  Financial
Corporation  ("Congress"), the Company's United States  senior  secured  lender,
under the terms of the Company's existing credit facility and in accordance with
the  terms  of  the consent obtained from Congress.  Pursuant to  a  Pledge  and
Security  Agreement as amended, the Company has pledged to Congress  500,000  of
the  New  Shares together with all proceeds thereof and all dividends and  other
income  and distributions thereon or with respect thereto and all rights of  the
Company  to  have  such  New  Shares registered under  the  Registration  Rights
Agreement.

      Pursuant  to  the  Emerson Agreement, SSG also caused a  majority  of  the
members of its Board of Directors to consist of the Company's designees.   SSG's
Board  of  Directors now includes the following people that are associated  with
the  Company:  Geoffrey  P.  Jurick, Chairman, and Chief  Executive  Officer  of
Emerson  and  SSG; John P. Walker, Executive Vice President and Chief  Financial
Officer  of  Emerson and President, Chief Operating Officer and Chief  Financial
Officer of SSG; and Peter G. Bunger, a Director of both companies and member  of
the   Compensation  Committee  of  each  Company.   Mr.  Jurick  has  employment
agreements with the Company and SSG.  Messrs. Jurick and Walker split their time
between the two companies.

MANAGEMENT SERVICES AGREEMENT

      During Fiscal 1997, SSG and the Company entered into a Management Services
Agreement,  which  was  amended in Fiscal 1998, in an effort  to  utilize  SSG's
excess  capacity  and  to  enable the Company  to  reduce  certain  costs.   The
Management Services Agreement implements a program whereby SSG performs  certain
services  for the Company in exchange for a fee.  The services include  payroll,
banking, computer/management information systems, payables processing, warehouse
services  (including  subleasing warehouse storage space), provision  of  office
space,  design  services  and  financial  management  services.  The  Management
Services Agreement may be terminated by either party upon sixty (60) days' prior
notice.   Termination of the Management Services Agreement could have a material
adverse  effect  on the Company and its results of operations. The  Company  was
billed  $636,000, $272,000 and $3,000 for services provided with respect to  the
above  mentioned  agreement  during Fiscal 1999,  1998  and  1997  respectively.
Effective  October  18,  1997,  SSG began paying Mr.  Jurick  directly  for  his
services.   Effective  January 15, 1998, the Company began reimbursing  SSG  for
base  salary and bonus paid to Mr. Walker for the Company's benefit in  lieu  of
paying  Mr.  Walker directly. The Company billed SSG approximately $135,000  and
$47,000 towards Mr. Jurick's salary during Fiscal 1998 and 1997, respectively.

CERTAIN OUTSTANDING COMMON STOCK

      For  information on this matter, reference is made to "Part I - Item 3.  -
Legal Proceedings".

FUTURE TRANSACTIONS AND LOANS

      The  Company  has adopted a policy that all future affiliated transactions
and loans will be made or entered into on terms no less favorable to the Company
than  those that can be obtained from unaffiliated third parties.  In  addition,
all future affiliated transactions and loans, and any forgiveness of loans, must
be  approved  by a majority of the independent outside members of the  Company's
Board of Directors who do not have an interest in the transactions.

                       SECTION 16(a) BENEFICIAL OWNERSHIP
                              REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended ("Section
16(a)") requires the Company's Officers and Directors, and persons who own  more
than  10%  of  a  registered class of the Company's equity  securities  to  file
reports  of  ownership and changes in ownership with the SEC  and  the  American
Stock  Exchange.   Officers,  Directors and greater than  10%  stockholders  are
required  by  certain  regulations to furnish the Company  with  copies  of  all
Section 16(a) forms they file.

      Based solely on its review of the copies of such forms received by it, the
Company  believes  that,  during the year ended April  2,  1999,  its  Officers,
Directors  and  greater  than  10% beneficial  owners  have  complied  with  all
applicable filing requirements with respect to the Company's equity securities.

                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENTS, STATEMENT SCHEDULE AND REPORTS ON
          FORM 8-K

(a)  Financial Statements and Schedule:

Report of Independent Auditors                                      F-  1
Consolidated Statements of Operations for the years ended
   April 2, 1999, April 3, 1998 and March 31, 1997                  F-  2
Consolidated Balance Sheets as of April 2, 1999 and April 3, 1998   F-  3
Consolidated Statements of Changes in Shareholders' Equity
   for the years ended April 2, 1999, April 3, 1998
   and March 31, 1997                                               F-  4
Consolidated Statements of Cash Flows for  the
   years ended April 2, 1999, April 3, 1998 and
   March 31, 1997                                                   F-  5
Notes to Consolidated Financial Statements                          F-  6
Schedule VIII-Valuation and Qualifying
   Accounts and Reserves                                            F- 26

ALL  OTHER SCHEDULES ARE OMITTED BECAUSE THEY ARE NOT APPLICABLE OR THE REQUIRED
INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO.

(b)      Reports on Form 8-K:  Current report on Form 8-K dated
         January 5, 1999, reporting a proposal for the acquisition
         of a majority interest in the Company's common stock by
         Oaktree Capital Management, LLC.

(c)      Exhibits

(2)      Confirmation  Order and Fourth Amended Joint Plan of Reorganization  of
         Emerson  Radio  Corp.  ("Old Emerson") and certain  subsidiaries  under
         Chapter  11 of the United States Bankruptcy Code, dated March 31,  1994
         (incorporated  by  reference to Exhibit (2) of  Emerson's  Registration
         Statement  on  Form S-1, Registration No. 33-53621, declared  effective
         by the Securities and Exchange Commission ("SEC") on August 9, 1994).

(3) (a)  Certificate  of Incorporation of Emerson (incorporated by reference  to
         Exhibit  (3)  (a)  of  Emerson's Registration Statement  on  Form  S-1,
         Registration No. 33-53621, declared effective by the SEC on  August  9,
         1994).

(3) (b)  Certificate  of Designation for Series A Preferred Stock  (incorporated
         by  reference to Exhibit (3) (b) of Emerson's Registration Statement on
         Form  S-1, Registration No. 33-53621, declared effective by the SEC  on
         August 9, 1994).

(3) (c)  Plan  of  Reorganization and Agreement of Merger  by  and  between  Old
         Emerson  and Emerson Radio (Delaware) Corp. (incorporated by  reference
         to  Exhibit  (3) (c) of Emerson's Registration Statement on  Form  S-1,
         Registration No. 33-53621, declared effective by the SEC on  August  9,
         1994).

(3) (d)  Certificate  of  Merger  of Old Emerson  with and  into  Emerson  Radio
         (Delaware)  Corp.  (incorporated by reference to  Exhibit  (3)  (d)  of
         Emerson's  Registration  Statement on Form S-1,  Registration  No.  33-
         53621, declared effective by the SEC on August 9, 1994).

(3) (e)  Amendment  dated February 14, 1996 to the Certificate of  Incorporation
         of  Emerson (incorporated by reference to Exhibit (3) (a) of  Emerson's
         Quarterly  Report  on  Form  10-Q for the quarter  ended  December  31,
         1995).

(3) (f)  By-Laws  of  Emerson adopted March 1994 (incorporated by  reference  to
         Exhibit  (3)  (e)  of  Emerson's Registration Statement  on  Form  S-1,
         Registration No. 33-53621, declared effective by the SEC on  August  9,
         1994).

(3) (g)  Amendment  dated  November 28, 1995 to the By-Laws of  Emerson  adopted
         March  1994 (incorporated by reference to Exhibit (3) (b) of  Emerson's
         Quarterly  Report  on  Form  10-Q for the quarter  ended  December  31,
         1995).

(4) (a)   Warrant Agreement to Purchase 750,000 shares of Common Stock, dated as
          of  March  31, 1994 (incorporated by reference to Exhibit (4)  (a)  of
          Emerson's  Registration Statement on Form S-1,  Registration  No.  33-
          53621, declared effective by the SEC on August 9, 1994).

(4) (b)   Indenture, dated as of August 17, 1995 between Emerson and  Bank  One,
          Columbus, NA, as Trustee (incorporated by reference to Exhibit (1)  of
          Emerson's  Current Report on Form 8-K filed with the SEC on  September
          8, 1995).

(4) (c)   Common  Stock Purchase Warrant Agreement to purchase 50,000 shares  of
          Common Stock, dated as of December 8, 1995 between Emerson and Michael
          Metter  (incorporated by reference to Exhibit (10)  (e)  of  Emerson's
          Quarterly  Report  on  Form 10-Q for the quarter  ended  December  31,
          1995).

(4) (d)   Common Stock Purchase Warrant Agreement to purchase 200,000 shares  of
          Common Stock, dated as of December 8, 1995 between Emerson and Kenneth
          A.  Orr  (incorporated by reference to Exhibit (10) (f)  of  Emerson's
          Quarterly  Report  on  Form 10-Q for the quarter  ended  December  31,
          1995).

(10) (a)  Form  of  Promissory  Note  issued to certain  Pre-Petition  Creditors
          (incorporated  by   reference  to  Exhibit  (10)  (e)   of   Emerson's
          Registration  Statement  on  Form  S-1,  Registration  No.   33-53621,
          declared effective by the SEC on August 9, 1994).

(10) (b)  Loan  and  Security  Agreement, dated March 31,  1994,  by  and  among
          Emerson,  Majexco  Imports,  Inc. and Congress  Financial  Corporation
          ("Congress")  (incorporated  by  reference  to  Exhibit  (10)  (f)  of
          Emerson's  Registration Statement on Form S-1,  Registration  No.  33-
          53621, declared effective by the SEC on August 9, 1994).

(10) (c)  Amendment No. 1 to Financing Agreements, dated as of August 24,  1995,
          among  Emerson,  Majexco Imports, Inc. and Congress  (incorporated  by
          reference to Exhibit (2) of Emerson's Current Report on Form 8-K filed
          with the SEC on September 8, 1995).

(10) (d)  Amendment No. 2 to Financing Agreements, dated as of February 13, 1996
          (incorporated by reference to Exhibit (10) (c) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1995).

(10) (e)  Amendment No. 3 to Financing Agreements, dated as of August  20,  1996
          (incorporated by reference to Exhibit (10) (b) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1995).

(10) (f)  Amendment No. 4 to  Financing Agreements,  dated as of
          November 14, 1996 (incorporated by  reference to
          Exhibit (10) (c) of Emerson's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1996).

(10) (g)  Amendment No. 5 to Financing Agreements, dated as of February 18, 1997
          (incorporated by reference to Exhibit (10) (e) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1996).

 (10) (h) Stipulation of Settlement and Order dated June 11, 1996 by  and  among
          the  Official Liquidator of Fidenas International Bank Limited,  Petra
          Stelling,  Barclays  Bank  PLC,  the Official  Liquidator  of  Fidenas
          Investment Limited, Geoffrey P. Jurick, Fidenas International Limited,
          L.L.C.,  Elision  International,  Inc.,  GSE  Multimedia  Technologies
          Corporation and Emerson. (incorporated by reference to Exhibit  10(ae)
          of  Emerson's Annual Report on Form 10-K for the year ended March  31,
          1996.)

(10) (i)  Pledge Agreement dated as of February 4, 1997 by Fidenas International
          Limited, L.L.C. ("FIN") in favor of TM Capital Corp. (incorporated  by
          reference to Exhibit (10) (a) of Emerson's Quarterly Report on
          Form 10-Q for the quarter ended December 31, 1996).

(10) (j)  Registration  Rights Agreement dated as of  February 4,  1997  by  and
          among   Emerson,  FIN,  the  Creditors,  FIL  and  TM  Capital   Corp.
          (incorporated by reference to Exhibit (10) (b) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1996).

(10) (k)  License and Exclusive Distribution Agreement with Cargil International
          Corp.  dated  as  of February 12, 1997 (incorporated by  reference  to
          Exhibit  (10) (c) of Emerson's Quarterly Report on Form 10-Q  for  the
          quarter ended December 31, 1996).

 (10) (l) Agreement  dated April 10, 1997 between Emerson and Daewoo Electronics
          Co.,  Ltd.  (incorporated by reference to Exhibit  (ak)  of  Emerson's
          Annual Report on Form 10-K for the year ended March 31, 1997).

 (10) (m) Securities  Purchase Agreement dated as of November 27, 1996,  by  and
          between Sport Supply Group, Inc. ("SSG") and Emerson (incorporated  by
          reference  to Exhibit (2)(a) of Emerson's Current Report on  Form  8-K
          dated November 27, 1996).

(10) (n)  Form   of   Warrant  Agreement   by  and  between  SSG   and   Emerson
          (incorporated  by  reference to Exhibit (4)(a)  of  Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

(10) (o)  Form  of  Registration Rights Agreement by and between SSG and Emerson
          (incorporated  by  reference to Exhibit (4)(b)  of  Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

(10) (p)  Consent  No. 1 to Financing Agreements among Emerson, certain  of  its
          subsidiaries,  and  Congress (incorporated  by  reference  to  Exhibit
          (10)(b)  of  Emerson's Current Report on Form 8-K dated  November  27,
          1996).

(10) (q)  Form  of Termination of Employment Agreement between Emerson and  John
          Walker  dated  as of January 15, 1998.  (incorporated by reference  to
          Exhibit (10) (q) of Emerson's Annual Report on Form 10-K for the  year
          ended April 3, 1998).

(10) (r)  License  Agreement dated as of March 30, 1998 by and between Tel-Sound
          Electronics, Inc. and Emerson.  (incorporated by reference to  Exhibit
          (10)  (s)  of Emerson's Annual Report on Form 10-K for the year  ended
          April 3, 1998).

(10) (s)  License  Agreement  dated  as of March 31,  1998  by  and  between  WW
          Mexicana, S. A. de  C. V. and Emerson.  (incorporated by reference  to
          Exhibit (10) (s) of Emerson's Annual Report on Form 10-K for the  year
          ended April 3, 1998).

(10) (t)  Amendment No. 6 to Financing Agreements, dated as of August 14,
          1997  (incorporated  by reference to Exhibit  (10  (g)  of  Emerson's
          Quarterly Report on Form 10-Q for quarter ended September 30, 1997.

(10) (u)  Amendment  No. 7 to Financing Agreements, dated as of March 31,  1998.
          (incorporated  by  reference to Exhibit (10) (t) of  Emerson's  Annual
          Report on Form 10-K for the year ended April 3, 1998).

(10) (v)  Amendment No. 1 to Pledge and Security Agreement dated as of March 31,
          1998.   (incorporated by reference to Exhibit (10)  (u)  of  Emerson's
          Annual Report on Form 10-K for the year ended April 3, 1998).

(10) (w)  Second  Lease  Modification dated as of May  15,  1998  between  Hartz
          Mountain,  Parsippany  and  Emerson.  (incorporated  by  reference  to
          Exhibit (10) (v) of Emerson's Annual Report on Form 10-K for the  year
          ended April 3, 1998).

(10) (x)  Amendment  No.  8  to Financing Agreements, dated as of  November  13,
          1998.   (incorporated by reference to Exhibit (10)  (a)  of  Emerson's
          Quarterly Report on Form 10-Q for the quarter ended October 2, 1998).

(10) (y)  Third  Lease  Modification made the 26 day of  October,  1998  between
          Hartz Mountain Parsippany and Emerson.  (incorporated by reference  to
          Exhibit  (10) (b) of Emerson's Quarterly Report on Form 10-Q  for  the
          quarter ended October 2, 1998).

(10) (z)  Purchasing Agreement, dated June 30, 1998, between AFG-Elektronik GmbH
          and  Emerson  Radio International Ltd.  (incorporated by reference  to
          Exhibit  (10) (c) of Emerson's Quarterly Report on Form 10-Q  for  the
          quarter ended October 2, 1998).

(10) (aa) Purchasing Agreement, dated March 5, 1999, between AFG-Elektronik GmbH
          and Emerson Radio International Ltd.*

(10) (ab) Amendment No. 9 to Financing Agreements, dated June 16, 1999.*

(12)      Computation of Ratio of Earnings (Loss) to Combined Fixed Charges  and
          Preferred Stock Dividends. *

(21)      Subsidiaries of the Company as of April 2, 1999.*

(23)      Consent of Independent Auditors.*

(27)      Financial Data Schedule for the fiscal year ended April 2, 1999.*

___________________
* Filed herewith.

                                   SIGNATURES

      Pursuant  to  the  requirements of Section 13 or 15(d) of  the  Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report  to
be signed on its behalf by the undersigned, thereunto duly authorized.

                               EMERSON RADIO CORP.


                                     By: /s/ Geoffrey P. Jurick
                                         Geoffrey P. Jurick
                                         Chairman of the Board
Dated:  June 24, 1999

      Pursuant to the requirements of the Securities Exchange Act of 1934,  this
report  has  been  signed  below  by the following  persons  on  behalf  of  the
Registrant and in the capacities and on the dates indicated.



/s/ Geoffrey P. Jurick       Chairman of the           June 24, 1999
Geoffrey P. Jurick           Board, Chief Executive
                             Officer and President


/s/ John P. Walker           Executive Vice            June 24, 1999
John P. Walker               President, Chief
                             Financial Officer


/s/ Robert H. Brown, Jr.     Director                  June 24, 1999
Robert H. Brown, Jr.


/s/ Peter G. Bunger          Director                  June 24, 1999
Peter G. Bunger


/s/ Jerome H. Farnum         Director                  June 24, 1999
Jerome H. Farnum


/s/ Stephen H. Goodman       Director                  June 24, 1999
Stephen H. Goodman


                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders
of Emerson Radio Corp.

We  have  audited the accompanying consolidated balance sheets of Emerson  Radio
Corp.  and  Subsidiaries as of April 2, 1999 and April 3, 1998, and the  related
consolidated statements of operations, shareholders' equity, and cash flows  for
each  of  the  three years in the period ended April 2, 1999.  Our  audits  also
included  the  financial statement schedule listed in the Index at  Item  14(a).
These  financial statements and schedule are the responsibility of the Company's
management.   Our  responsibility is to express an opinion  on  these  financial
statements based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.   Those  standards require that we plan and  perform  the  audits  to
obtain  reasonable assurance about whether the financial statements are free  of
material  misstatement.  An audit includes examining, on a test basis,  evidence
supporting  the amounts and disclosures in the financial statements.   An  audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as evaluating the overall  financial  statement
presentation.   We believe that our audits provide a reasonable  basis  for  our
opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Emerson
Radio  Corp.  and  Subsidiaries at April 2, 1999 and  April  3,  1998,  and  the
consolidated  results of its operations and cash flows for  each  of  the  three
years  in  the period ended April 2, 1999, in conformity with generally accepted
accounting  principles.  Also, in our opinion, the related  financial  statement
schedule, when considered in relation to the basic financial statements taken as
a  whole,  presents  fairly in all material respects the information  set  forth
therein.

                                            ERNST & YOUNG LLP
New York, New York
May 28, 1999

<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       For The Years Ended April 2, 1999, April 3, 1998 and March 31, 1997
                      (In thousands, except per share data)

<CAPTION>

                                         1999       1998         1997

<S>                                      <C>        <C>          <C>
NET REVENUES                             $158,730   $162,730     $178,708

Costs and expenses:

  Cost of sales                           138,502    142,372      174,184
  Other operating costs and expenses        4,007      4,351        3,079
  Selling, general and administrative
    expenses                               12,943     15,483       18,716
  Restructuring and other charges              --         --        2,972
                                          155,452    162,206      198,951

OPERATING INCOME (LOSS)                     3,278        524      (20,243)

  Equity in earnings (loss) of Affiliate    1,499      1,524          (66)
  Write-down of investment in and advances
    to Joint Venture                         (900)      (714)          --
  Loss on marketable securities            (1,109)        --           --
  Interest expense, net                    (2,272)    (2,510)      (3,429)

INCOME (LOSS)  BEFORE  INCOME
   TAXES                                      496     (1,176)     (23,738)

   Provision for income taxes                 207        254          230

NET INCOME (LOSS)                        $    289    $(1,430)    $(23,968)

NET LOSS PER COMMON SHARE
   Basic                                 $   (.01)   $  (.04)    $   (.61)
   Diluted                                   (.01)      (.04)        (.61)

WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic                                   49,398     45,167       40,292
   Diluted                                 49,398     45,167       40,292

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      As of April 2, 1999 and April 3, 1998
                        (In thousands, except share data)
<CAPTION>

                                                        1999       1998
                        ASSETS
Current Assets:
  <S>                                                  <C>        <C>
  Cash and cash equivalents                            $ 3,100    $ 1,608
  Available for sale securities (net of fair
    value adjustment of $1,298)                            738         --
  Accounts receivable (less allowances of $3,907
    and $4,384, respectively)                            5,143      7,280
  Other receivables                                      6,782      6,474
  Inventories                                           11,608     11,759
  Prepaid expenses and other current assets              2,839      2,379
        TOTAL CURRENT ASSETS                            30,210     29,500
Property and equipment (net of accumulated
   depreciation of $2,777 and $3,152, respectively)      1,211      1,381
Investment in Affiliates and Joint Venture              19,525     19,076
Other assets                                             3,449      4,810
        Total Assets                                   $54,395    $54,767

         LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Notes payable                                       $ 2,216    $    --
   Current maturities of long-term debt                     50         85
   Accounts payable and other current liabilities       16,759     15,103
   Accrued sales returns                                 3,926      4,511
   Income taxes payable                                    400        191
        TOTAL CURRENT LIABILITIES                       23,351     19,890

Long-term debt, less current maturities
                                                        20,750     20,750
Other non-current liabilities                               97        179

Shareholders' Equity:
   Preferred shares -- 10,000,000 shares authorized;
      3,714 and 5,237 shares issued and outstanding,
      respectively                                       3,343      4,713
    Common shares -- $.01 par value, 75,000,000
      shares authorized; 51,331,615 and 51,044,730
      shares issued, 47,828,215 and 51,044,730
      shares outstanding, respectively                     513        510
    Capital in excess of par value                     113,288     113,201
    Cumulative translation adjustment                      (78)        197
    Accumulated deficit                               (104,962)   (104,673)
    Treasury stock, at cost 3,503,400 shares            (1,907)         --
        TOTAL SHAREHOLDERS' EQUITY
                                                        10,197      13,948
        Total Liabilities and Shareholders' Equity     $54,395    $ 54,767

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
       For The Years Ended April 2, 1999, April 3, 1998 and March 31, 1997
                        (In thousands, except share data)

<CAPTION>
                                             Comon Shares Issued

                               Preferred     Number         Par       Treasury
                               Stock         of Shares      Value     Stock

<S>                            <C>           <C>            <C>       <C>
Balance-March 31, 1996         $ 9,000       40,252,772     $ 403     $ --
   Issuance of common stock
     warrants
   Exercise of stock options
     and warrants                                82,870
   Preffered stock dividends
     declared
   Other
   Comprehensive loss:
     Net loss for the year
     Currency translation
        adjustment
      Comprehensive loss
Balance-March 31, 1997           9,000       40,335,642      403
   Issuance of common stock
      upon conversion of
      preferred stock           (4,287)      10,709,088      107
   Cancellation of common
      stock warrants
   Preferred stock dividends
      declared
   Comprehensive loss:
      Net loss for the year
      Currency translation
        adjustment
       Comprehensive loss
Balance-April 3, 1998           4,713        51,044,730     510
   Issuance of common stock
      upon conversion of
      preferred stock             (90)          286,885       3
   Purchase of treasury
      stock                                                            (1,907)
   Purchase of preferred
      stock                    (1,280)
   Preferred stock dividends
      declared
   Comprehensive income:
      Net income for the year
      Currency translation
        adjustment
       Comprehensive income
Balance-April 2, 1999          $3,343       51,331,615     $513     $  (1,907)

[TABLE CONTINUED FROM ABOVE]

<CAPTION>
                               Capital                               Total
                               In           Cumulative    Accumu-    Share
                               excess of    Translation   lated      holders
                               Par Value    Adjustment    Deficit    Equity

<S>                            <C>          <C>           <C>        <C>
Balance-March 31, 1996         $108,991     $  163        $ (78,175) $ 40,382
   Issuance of common stock
      warrants                      257                                   257
   Exercise of stock options
      and warrants                   40                                    40
   Preferred stock dividends
      declared                                                 (700)     (700)
   Other                            (10)                                  (10)
   Comprehensive loss:
      Net loss for the year                                 (23,968)  (23,968)
      Currency translation
         adjustment                             28                         28
       Comprehensive loss                                             (23,968)
Balance-March 31, 1997          109,278        191          (102,843)  16,029
   Issuance of common stock
      upon conversion of
      preferred stock             4,180                                    --
   Cancellation of common
      stock warrants               (257)                                 (257)
   Preferred stock dividends
      declared                                                  (400)    (400)
   Comprehensive loss:
      Net loss for the year                                   (1,430)  (1,430)
      Currency translation
         adjustment                              6                          6
       Comprehensive loss                                              (1,424)
Balance-April 3, 1998           113,201        197          (104,673)  13,948
   Issuance of common stock
      upon conversion of
      preferred stock                87                                    --
   Purchase of treasury stock                                          (1,907)
   Purchase of preferred stock                                  (407)  (1,687)
   Preferred stock dividends
      declared                                                  (171)    (171)
   Comprehensive income:
      Net income for the year                                    289      289
      Currency translation
         adjustment                           (275)                      (275)
       Comprehensive income                                                14
Balance-April 2, 1999         $113,288       $ (78)        $(104,962) $10,197

</TABLE>

The accompanying notes are an integral part of the consolidated financial
 statements.

<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       For the Years Ended April 2, 1999, April 3, 1998 and March 31, 1997
                                 (In thousands)
<CAPTION>

                                             1999        1998       1997

<S>                                          <C>         <C>        <C>
Cash Flows from Operating Activities:
   Net income (loss)                         $   289     $ (1,430)  $(23,968)
   Adjustments to reconcile net
     income (loss) to net cash
     provided (used) by operating
     activities:
      Depreciation and amortization            1,245        1,759      2,844
      Equity in earnings of affiliate         (1,499)      (1,524)        66
      Restructuring and other
        nonrecurring charges                      --           --      2,782
      Asset valuation and loss
        reserves                                 823       (2,378)      (752)
      Other                                     (275)        (251)     1,048
      Changes in assets and
      liabilities:
        Accounts receivable                    2,642        4,543       (981)
        Other receivables                       (308)      (4,357)    (2,117)
        Inventories                            1,021        4,505     21,328
        Prepaid expenses and other
          current assets                        (460)        (241)     6,283
        Other assets                             699          (71)      (896)
        Accounts payable and other
          current liabilities                    900        2,739      2,149
         Income taxes payable                    209           88        (98)
Net cash provided by operations                5,286        3,382      7,688

Cash Flows from Investing Activities:
   Investment in marketable securities        (2,036)          --         --
   Investment in affiliates                      (91)       2,709     (5,480)
   Additions to property and
     equipment                                  (413)         (27)      (255)
   Redemption of certificates of deposit          --           --        100
   Other                                         241           --         12
Net cash used by investing activities         (2,299)       2,682     (5,623)

Cash Flows from Financing Activities:
   Net borrowings (repayments) under
     line of credit facility                   2,216       (5,689)   (15,462)
   Retirement of  long-term debt                 (35)        (106)      (118)
   Payment of  dividend on preferred
     stock                                      (407)        (257)      (231)
   Purchase of preferred and common
     stock                                    (3,187)          --         --
   Other                                         (82)         (44)       253
Net cash used by financing activities         (1,495)      (6,096)   (15,558)
Net increase (decrease) in cash and
   cash equivalents                            1,492          (32)   (13,493)
Cash and cash equivalents at
   beginning of year                           1,608        1,640     15,133
Cash and cash equivalents at end of
   year                                      $ 3,100       $1,608     $1,640

</TABLE>

The  accompanying  notes  are  an integral part of  the  consolidated  financial
statements.

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  April 2, 1999

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of Emerson Radio
Corp.  and  its  majority-owned subsidiaries (the "Company").   All  significant
intercompany  transactions  and balances have been eliminated.    The  Company's
investment in an affiliate and ownership in a joint venture are accounted for by
the equity method.

USE OF ESTIMATES

      The  preparation of the financial statements in conformity with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the amounts reported in the financial  statements  and
accompanying  notes.   Actual  results  could  materially  differ   from   those
estimates.

CASH AND CASH EQUIVALENTS

      Short-term investments with original maturities of three months or less at
the time of purchase are considered to be cash equivalents.  The carrying amount
reported  in  the balance sheet for cash and cash equivalents approximates  fair
value.

FAIR VALUES OF FINANCIAL INSTRUMENTS

      The estimated fair values of financial instruments have been determined by
the  Company  using  available market information,  including  current  interest
rates, and the following valuation methodologies:

      Cash  and cash equivalent and accounts receivable -- the carrying  amounts
reported  in  the balance sheet for cash and cash equivalents approximate  their
fair  values  because of the short maturity of these instruments.  The  carrying
amount of accounts receivable approximate their fair value.

     Other receivables -- the fair value is estimated on the basis of discounted
cash flow analyses, using appropriate interest rates for similar instruments.

      Notes  payable  and long-term debt -- the fair value is estimated  on  the
basis of rates available to the Company for debt of similar maturities.

INVENTORIES

      Inventories  are  stated  at the lower of cost  (first-in,  first-out)  or
market.

INVESTMENTS

     The Company determines the appropriate classifications of securities at the
time  of  purchase.  The investments held by the Company at April 2,  1999  were
classified  as  "available-for-sale."  Unrealized gains  and  losses  which  are
deemed  to  be other than temporary have been reported separately as a component
of other comprehensive income. Declines in the market value of securities deemed
to  be  other than temporary are included in earnings  (See Note 11 - Available-
for-Sale Securities).

CONCENTRATIONS OF CREDIT RISK

       Certain   financial  instruments  potentially  subject  the  Company   to
concentrations of credit risk.  Accounts receivable represent sales to retailers
and  distributors  of  consumer electronics throughout  the  United  States  and
Canada.   The Company periodically performs credit evaluations of its  customers
but generally does not require collateral.

DEPRECIATION AND AMORTIZATION AND VALUATION OF INTANGIBLES

      Property  and  equipment,  stated at cost, are being  depreciated  by  the
straight-line method over their estimated useful lives.  Leasehold  improvements
are  amortized on a straight-line basis over the shorter of the useful  life  of
the improvement or the term of the lease.

     Goodwill (resulting from the investment in an Affiliate) and trademarks are
amortized using the straight-line method, principally over 40 years.  Management
periodically  evaluates  the  recoverability of goodwill  and  trademarks.   The
carrying  value  of goodwill and trademarks would be reduced if it  is  probable
that  management's best estimate of future operating income before  amortization
of  goodwill  and  trademarks  will be less than the  carrying  value  over  the
remaining amortization period.

FOREIGN CURRENCY

      The assets and liabilities of foreign subsidiaries have been translated at
current  exchange rates, and related revenues and expenses have been  translated
at  average  rates  of exchange in effect during the year.  Related  translation
adjustments  are  reported  as  a separate component  of  shareholders'  equity.
Losses  resulting  from  foreign  currency  transactions  are  included  in  the
Consolidated Statements of Operations and amounted to a loss of $45,000, $34,000
and $79,000 for the years ended April 2, 1999, April 3, 1998 and March 31, 1997,
respectively.

      The  Company  does not enter into foreign currency exchange  contracts  to
hedge its exposures related to foreign currency fluctuations.

ACCOUNTING PRONOUNCEMENTS

       SFAS   No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities,"  which  will  be  effective  for  the  Company  for  Fiscal   2000,
establishes  accounting  and  reporting standards  for  derivative  instruments,
including  certain  derivative  instruments embedded  in  other  contracts,  and
hedging activities.  The Company has not yet determined the effects, if any,  of
implementing SFAS No. 133 on its reporting of financial information.

RECLASSIFICATION

      Certain  amounts  in the prior period's consolidated financial  statements
have been reclassified to conform to current period's presentation.

CHANGE IN ACCOUNTING PERIOD

      Beginning in Fiscal 1998, the Company changed its financial reporting year
to a 52/53 week year ending on the Friday closest to March 31.  Accordingly, the
current fiscal year ended on April 2, 1999.

NOTE 2 -- INVENTORIES:

      Inventories  are  comprised  primarily of  finished  goods.   Spare  parts
inventories, net of reserves, were $121,000 and $384,000 at April  2,  1999  and
April 3, 1998, respectively.

NOTE 3 -- INVESTMENT IN UNCONSOLIDATED AFFILIATE:

      The Company owns 2,269,500 (31% of the outstanding) shares of common stock
of Sport
Supply  Group, Inc. ("SSG") which it purchased in 1996 at an aggregate  cost  of
$15,728,000  or  $6.92  per share.  In addition, the Company  owns  warrants  to
purchase  an  additional 1 million shares of SSG's common stock  for  $7.50  per
share ("SSG Warrants") which the Company purchased in 1996 at an aggregate  cost
of  $500,000.   If  the  Company exercises all of  the  SSG  Warrants,  it  will
beneficially  own approximately 39% of the SSG common shares.   Effective  March
1997,  the Company entered into a Management Services Agreement with SSG,  under
which  SSG  provides  various  managerial and  administrative  services  to  the
Company.

     The investment in and results of operations of SSG are accounted for by the
equity  method.  In January 1997, SSG changed its financial reporting  year  end
from  October 31 to September 30.  This change in accounting period resulted  in
the  Company  now  recording its share of SSG earnings on  a  concurrent  basis.
Previously,  the Company recorded its share of SSG's earnings  on  a  two  month
delay.  The Company's investment in SSG includes goodwill of $6,530,000 which is
being  amortized on a straight line basis over 40 years.  At April 2, 1999,  the
aggregate  market  value  quoted on the New York Stock Exchange  of  SSG  common
shares  equivalent  in  number to those owned by Emerson was  approximately  $20
million.  Summarized financial information derived from SSG's financial  reports
to the Securities and Exchange Commission was as follows (in thousands):

<TABLE>
                                         Unaudited

                            April 2, 1999        April 3, 1998

<S>                         <C>                  <C>
Current assets              $ 44,322             $ 37,282
Property, plant and
    equipment and
    other assets              30,252               19,878
Current Liabilities           14,965                8,395
Long-term debt                19,045                7,498
Stockholders' Equity          40,563               41,251

</TABLE>

<TABLE>
                                           Unaudited

                             For the 12 Months     For the 14 Months
                             Ended                 Ended
                             April 2, 1999         April 3, 1998

<S>                          <C>                   <C>
Net sales                    $100,953              $ 111,214
Gross profit                   39,090                43,275
Net income                      5,454                 5,903

</TABLE>

NOTE 4 -- PROPERTY AND EQUIPMENT:

  As  of April 2, 1999 and April 3, 1998 property and equipment is comprised  of
  the following:

<TABLE>

                                   1999         1998
                                     (In thousands)

<S>                                 <C>           <C>
Furniture and fixtures. . . . . . . $3,228        $3,745
Machinery and equipment . . . . . .    493           532
Leasehold improvements  . . . . . .    267           256
                                     3,988         4,533
Less accumulated depreciation and
   amortization . . . . . . . . . .  2,777         3,152
                                    $1,211        $1,381

</TABLE>


      Depreciation  and  amortization  of property  and  equipment  amounted  to
$583,000,  $776,000 and $1,631,000 for the years ended April 2, 1999,  April  3,
1998 and March 31, 1997, respectively.

NOTE 5 -- CREDIT FACILITY:

      On  March  31,  1998, the Company amended its existing Loan  and  Security
Agreement  (the "Loan and Security Agreement")  which includes a senior  secured
credit  facility  with  a  U.S. financial institution.   The  amendment  to  the
facility  reduced  the  facility to $10 million from  $35  million  and  amended
certain  financial  covenants  as  defined below.   The  facility  provides  for
revolving loans and letters of credit, subject to individual maximums which,  in
the  aggregate,  cannot exceed  the lesser of $10 million or a "Borrowing  Base"
amount  based  on  specified  percentages of eligible  accounts  receivable  and
inventories. Amounts outstanding under the senior credit  facility
are  secured by substantially all of the  Company's  U.S.  and Canadian
assets  except for trademarks, which are subject to a negative  pledge
covenant,  and  a  minority  interest of its  investment  in  an  unconsolidated
Affiliate.  At  April 2, 1999 and April 3, 1998, the weighted  average  interest
rate  on the outstanding borrowings was 9.36% and 9.75%, respectively, which  is
the  prime  rate  of  interest  plus  1.25%.  Interest  paid  totaled  $203,000,
$316,000  and $1,494,000 for the years ended April 2, 1999, April  3,  1998  and
March 31, 1997, respectively.  Pursuant to the Loan and Security Agreement,  the
Company  is  restricted from, among other things, paying cash  dividends  (other
than  on  the  Series  A Preferred Stock), redeeming stock,  and  entering  into
certain  transactions and is required to maintain certain  working  capital  and
equity  levels.   An event of default under the credit facility  may  trigger  a
default  under the Company's 8-1/2% Senior Subordinated Convertible Debentures
Due 2002.  At April 2, 1999, there were $2,216,000 outstanding borrowings under
the facility,  and no outstanding letters of credit issued for inventory
purchases. At April 3, 1998, there were no outstanding borrowings and no
outstanding letters of credit.

NOTE 6 -- LONG-TERM DEBT:

     As  of  April  2, 1999 and April 3, 1998, long-term debt consisted  of  the
following:

<TABLE>

                                            1999        1998
                                             (In thousands)

<S>                                         <C>         <C>
8-1/2% Senior Subordinated
Convertible Debentures Due 2002 . . . . . . $20,750     $20,750
Equipment notes and other   . . . . . . . .      50          85
                                             20,800      20,835
Less current obligations. . . . . . . . . .      50          85
                       Long-term debt       $20,750     $20,750

</TABLE>

     The Senior Subordinated Convertible Debentures Due 2002 ("Debentures") were
issued  in  August 1995.  The Debentures bear interest at the rate  of  8-1/2%
per annum,  payable quarterly, and mature on  August 15, 2002.  The
Debentures are convertible  into shares  of  the  Company's common
stock at any time  prior  to redemption  or  maturity at an initial
conversion price of  $3.9875  per  share, subject  to adjustment under
certain circumstances.  Beginning August 15,  1998, at  the
option of the Company, the Debentures are redeemable in whole or in part
at  an initial redemption price of 104% of principal, decreasing by 1% per  year
until  maturity.   The  Debentures are subordinated to all existing  and  future
senior indebtedness (as defined in the Indenture governing the Debentures).  The
Debentures  restrict, among other things, the amount of senior indebtedness  and
other   indebtedness   that  the  Company,  and,  in  certain   instances,   its
subsidiaries, may incur.  Each holder of Debentures has the right to  cause  the
Company  to  redeem  the Debentures if certain designated  events  (as  defined)
should  occur.  The Debentures are subject to certain restrictions on  transfer,
although the Company has registered the offer and sale of the Debentures and the
underlying common stock.

NOTE 7  -- INCOME TAXES:

      The  income tax provision for the years ended April 2, 1999, April 3, 1998
and March 31, 1997 consisted of the following:

<TABLE>

                            1999      1998      1997
                                 (In thousands)

Current:
<S>                         <C>       <C>       <C>
Federal                     $ --      $ 13      $ --
Foreign, state and other     207       241       230
                            $207      $254      $230

</TABLE>

The  difference between the effective rate reflected in the provision for income
taxes  and the amounts determined by applying the statutory U.S. rate of 34%  to
earnings (loss) before income taxes for the years ended April 2, 1999, April  3,
1998 and  March 31, 1997 are analyzed below:

<TABLE>
                                1999      1998        1997

<S>                             <C>       <C>         <C>
Statutory provision (benefit)   $169      $(400)      $(8,071)
Change in valuation
   allowance                    (177)       454         8,098
Foreign income taxes             207        223           248
Other, net                         8        (23)          (45)
Total income tax provision      $207      $ 254        $  230

</TABLE>

     As  of  April 2, 1999 and April 3, 1998 the significant components of the
Company's deferred tax assets and liabilities are as follows:

<TABLE>
                                           1999        1998
                                             (In thousands)

Deferred tax assets:
   <S>                                     <C>         <C>
   Accounts receivable reserves            $ 4,699     $ 5,003
   Inventory reserves                        2,243       2,332
   Federal operating loss
      carryforwards                         16,207      15,469
   State net operating loss
      carryforwards                          5,257       6,759
   Other                                     1,016       1,050
   Total deferred tax assets                29,422      30,613
   Valuation allowance for
      deferred tax assets                  (28,054)    (29,844)
   Net deferred tax assets                   1,368         769
 Deferred tax liabilities                   (1,368)       (769)
 Net deferred taxes                        $    --     $    --

</TABLE>

Total  deferred  tax assets of the Company at April 2, 1999 and  April  3,  1998
represent  the tax-effected net operating loss carryforwards subject  to  annual
limitations   (as  discussed  below),  and  tax-effected  deductible   temporary
differences.  The  Company  has  established a  valuation  reserve  against  any
expected future benefits.

     Cash paid for income taxes was $32,000, $152,000 and $125,000 for the years
ended April 2, 1999, April 3, 1998 and March 31, 1997, respectively.

      Income  (loss)  of  foreign  subsidiaries before  taxes  was  $1,194,000,
$3,065,000 and ($2,512,000) for the years ended April 2, 1999, April 3, 1998 and
March  31,  1997, respectively. It is the policy of the Company  to  permanently
reinvest all the earnings from its foreign subsidiaries.

      As  of  April  3,  1998,  the  Company has a federal  net  operating  loss
carryforward  of approximately $133,800,000, of which $29,160,000,  $13,385,000,
$50,193,000,  $20,575,000, $18,952,000, $800,000 and  $735,000  will  expire  in
2006,  2007, 2009, 2011, 2012, 2013 and 2019, respectively.  The utilization  of
these  net  operating  losses are limited based on the  effects  of  a  Plan  of
Reorganization  consummated  on  March 31,  1994.   Pursuant  to  the  Plan,  an
ownership  change  occurred  with  respect to  the  Company  and  subjected  the
Company's net operating loss and foreign tax credit carryforwards to limitations
provided  in  Sections 382 and 383, respectively, of the Internal Revenue  Code.
Subject  to special rules regarding increases in the annual limitation  for  the
recognition of net unrealized built-in gains, the Company's annual limitation is
approximately $2.2 million.

NOTE 8 -- COMMITMENTS AND CONTINGENCIES:

     LEASES:

     The Company leases warehouse and office space as follows (in thousands):

<TABLE>
<CAPTION>
             Fiscal
             Years            Amount

             <C>              <C>
             2000             $995
             2001              582
             2002              384
             2003              384
             2004              128
</TABLE>

      Rent expense, net of rental income, aggregated $1,304,000, $1,570,000  and
$1,790,000 for the years ended April 2, 1999, April 3, 1998 and March 31,  1997,
respectively.   Rental income from the sublease of warehouse  and  office  space
aggregated $0, $238,000 and $256,000 in the years ended April 2, 1999, April  3,
1998 and March 31, 1997, respectively.

     LETTERS OF CREDIT:

      There  were  no letters of credit outstanding under the Loan and  Security
Agreement (See Note 5) as of April 2, 1999 or April 3, 1998.  The Company's Hong
Kong  subsidiary also currently maintains various credit facilities  aggregating
$28.5  million  with a bank in Hong Kong subject to annual review consisting  of
the  following:  (i) a $3.5 million credit facility which is generally used  for
letters  of  credit  for a foreign subsidiary's direct import  business  and  an
affiliates' inventory purchases, and (ii) a $25 million credit facility, for the
benefit  of a foreign subsidiary, which is for the establishment of back-to-back
letters  of credit with the Company's largest customer.  At April 2,  1999,  the
Company's Hong Kong subsidiary had pledged $1 million in certificates of deposit
to this bank to assure the availability of these credit facilities.  At April 2,
1999,  there  were  $2,124,000 and $5,000,000 of letters of  credit  outstanding
under these credit facilities, respectively.

     TAX ASSESSMENTS:

      A  wholly owned subsidiary of the Company, Emerson Radio (Hong Kong)  Ltd.
was assessed $858,000 by the Hong Kong Inland Revenue Department (the "IRD")  in
May  1998.   The assessment relates to the Fiscal 1993 to Fiscal 1998 tax  years
and asserts that certain revenues reported as non taxable by Emerson Radio (Hong
Kong)  Ltd.  are subject to a profits tax.  In May 1999, the Company proposed  a
compromise offer to the IRD in which the Company and IRD, without prejudice will
settle  the assessment for $256,000.  The Company has recorded a tax reserve  in
the  current period for the assessment in anticipation of the IRD accepting  the
compromise  offer.  Should the proposed settlement be accepted by the  IRD,  the
Company expects its foreign taxes to increase in future periods.

     Emerson Radio (Hong Kong) Ltd. is also in litigation with the IRD regarding
a  separate  assessment  of  $547,000 pertaining to  the  deduction  of  certain
expenses  that relate to the taxable years Fiscal 1992 to Fiscal  1999.   During
February  1999, the Company received a favorable appellate ruling in regards  to
the assessment, which has been further appealed by the IRD to the final court of
appeals of the IRD.  The Company believes that it will prevail in this case.

NOTE 9 -- SHAREHOLDERS' EQUITY:

     In  July 1994, the Company adopted a Stock Compensation Program ("Program")
intended  to  secure for the Company and its stockholders the  benefits  arising
from  ownership  of  the  Company's common stock by  those  selected  directors,
officers, other key employees, advisors and consultants of the Company  who  are
most  responsible  for  the Company's success and future  growth.   The  maximum
aggregate number of shares of common stock available pursuant to the Program  is
2,000,000 shares and the Program is comprised of four parts-the Incentive  Stock
Option  Plan, the Supplemental Stock Option Plan, the Stock Appreciation  Rights
Plan  and the Stock Bonus Plan. A summary of transactions during the last  three
years is as follows:

<TABLE>

<CAPTION>
                                 Number of     Price         Aggregate
                                 Shares        Per Share     Price

<S>                              <C>           <C>           <C>
Outstanding-March 31, 1996       1,668,000     $1.00-$2.88   $1,944,000
Granted                             50,000     $2.25-$2.56      119,000
Exercised                          (69,000)       $1.00         (69,000)
Canceled                           (59,000)    $1.00-$2.56      (67,000)
Outstanding-March 31, 1997       1,590,000     $1.00-$2.88    1,927,000
Granted                            207,000        $1.00         207,000
Canceled                          (790,000)    $1.00-$2.88   (1,067,000)
Outstanding-April 3, 1998        1,007,000     $1.00-$1.10    1,067,000
Granted                             18,000        $1.00          18,000
Outstanding-April 2, 1999        1,025,000     $1.00-$1.10   $1,085,000

</TABLE>

      The  term  of each option is ten years, except for options issued  to  any
person  who  owns  more than 10% of the voting power of all classes  of  capital
stock,  for  which the term is five years.  Options may not be exercised  during
the  first  year  after the date of the grant.  Thereafter each  option  becomes
exercisable on a pro rata basis on each of the first through third anniversaries
of  the  date of the grant.  The exercise price of options granted  must  be  at
least  equal  to the fair market value of the shares on the date of  the  grant,
except that the option price with respect to an option granted to any person who
owns more than 10% of the voting power of all classes of capital stock shall not
be  less  than 110% of the fair market value of the shares on the  date  of  the
grant.  As of April 2, 1999 and April 3, 1998, approximately 964,000 and 895,000
options were exercisable, respectively.

      The  Company  has elected to follow APB25 and related interpretations  for
stock-based compensation and accordingly has recognized no compensation expense.
Had compensation cost been  determined  based upon the fair value at grant
date for awards  consistent with  the  methodology prescribed by Statement
of Financial Accounting Standards No.  123,  "Accounting for Stock-Based
Compensation" ("FAS 123"), the  Company's net income would have
decreased approximately $25,000,  for the year ended April 2,  1999
and the net loss would have increased approximately $21,000 and $45,000
for the years ended April 3, 1998 and March 31, 1997, respectively.

      The fair value of these options, and all other options and warrants of the
Company,   was  estimated  at  the date of grant using  a  Black-Scholes  option
pricing model with the following assumptions for the years ended April 2,  1999,
April  3,  1998 and March 31, 1997; risk-free interest rate of 5%,  an  expected
life  of  10 years and a dividend yield of zero.  For the years ended  April  2,
1999,  April  3,  1998 and March 31, 1997,  volatility was  15%,  56%  and  73%,
respectively.  The effects of applying FAS 123 and the results obtained are  not
likely to be representative of the effects on future pro-forma income.

      In  October  1994,  the  Company's Board of  Directors  adopted,  and  the
stockholders subsequently approved, the 1994 Non-Employee Director Stock  Option
Plan. The maximum number of shares of common stock available under such plan  is
300,000  shares. A summary of transactions since inception of  the  plan  is  as
follows:

<TABLE>
<CAPTION>
                                 Number       Price
                                 of           Per         Aggregate
                                 Shares       Share       Price

<S>                               <C>         <C>         <C>
Outstanding-March 31, 1996,
  March  31,   1997,
  April 3, 1998 and
  April 2, 1999                   150,000     $1.00       $150,000

</TABLE>

      The  provisions for exercise price, term and vesting schedule are the same
as noted above for the Stock Compensation Program.

      On  March 31, 1994, the Company issued 10,000 shares of Series A Preferred
Stock,  $.01  par value, with a face value of $10 million and an estimated  fair
market  value  of  approximately   $9   million.    The   preferred   stock   is
convertible into Common Stock at any time during the period beginning  on  March
31,  1997 and ending on March 31, 2002; the preferred stock is convertible  into
common  stock at a price per share of common stock equal to 80% of  the  defined
average market value of a share of common stock on the date of conversion.   The
preferred  stock bears dividends on  a cumulative basis currently  at  4.2%  and
declines by 1.4% each June 30th until no dividends are payable.

     The  preferred  stock is non-voting.  However, the terms of  the  preferred
stock provide that holders shall have the right to appoint two directors to  the
Company's Board of Directors if the preferred stock dividends are in default for
six  consecutive  quarters.   At  April 2, 1999,  the  Company  was  in  arrears
$840,000 of dividends.

     Pursuant  to  the Plan of Reorganization the Noteholders received  warrants
for  the  purchase  of  750,000  shares  of  common  stock.   The  warrants  are
exercisable for a period of seven years from March 31, 1994 and provide  for  an
exercise price of $1.00 per share for the first three years, escalating by  $.10
per share per annum thereafter until expiration of the warrants.

      In  connection with the Debentures offering, the Company in  August  1995,
issued  to  the  placement  agent and its authorized dealers  warrants  for  the
purchase of 500,000 shares of common stock.  The warrants are exercisable for  a
period  of four years from August 24, 1996 and provide for an exercise price  of
$3.9875 per share, subject to adjustment under certain circumstances.

      In  connection with a consulting agreement,  the Company in December 1995,
issued  warrants  for  the purchase of 250,000 shares  of  common  stock  at  an
exercise price of $4.00 per share.  The warrants may be exercised until December
8, 2000, when such warrants shall expire.

     In November 1995, the Company filed a shelf registration statement covering
5,000,000  shares  of common stock owned by FIN to finance a settlement  of  the
Litigation  Regarding Certain Outstanding Common Stock.  The shares  covered  by
the  shelf registration are subject to certain contractual restrictions and  may
be  offered for sale or sold only by means of an effective prospectus  following
registration under the Securities Act of 1933, as amended.

      In  November  1995, the Company's Board of Directors approved  a  plan  to
repurchase up to two million of its common shares, from time to time in the open
market.  In May 1998, the plan was modified to approve the repurchase of  up  to
$2  million of common shares.  Although there are 47,828,215 shares outstanding,
approximately 29.2 million shares are held directly or indirectly by  affiliated
entities   of   Geoffrey  Jurick,  Chairman,  Chief   Executive   Officer    and
President  of   the  Company.  The Company agreed  with Mr. Jurick   that   such
shares  would  not  be subject to repurchase under the Plan approved in 1995 and
modified  in 1998.  During the year ended April 2, 1999, the Company repurchased
3,503,400  shares  of  common  stock at a cost  of  $1,907,000.   No  stock  was
repurchased  for  the years ended April 3, 1998 or March 31, 1997.   The  shares
repurchased during the year ended April 2, 1999 were funded by working capital.

NOTE 10 -- CAPITAL STRUCTURE:

      The outstanding capital stock of the Company at April 2, 1999 consisted of
common stock and Series A convertible preferred stock.  The preferred shares are
convertible  to common shares at any time beginning March 31, 1997  until  March
31, 2002.

     During the year ended April 2, 1999, 100 shares of Series A Preferred Stock
were converted into 286,885 shares of common stock.  If all existing outstanding
Preferred  shares were issuable.  Dividends for the Preferred Stock  accrue  and
are  payable  quarterly at 7% up to March 31, 1997 then  decline  by  1.4%  each
succeeding year until March 31, 2001 when no further dividends are payable.  The
dividend  rate  at  April 2, 1999 was 4.2% and $840,000  of  dividends  were  in
arrears.   Preferred  shareholders have liquidation rights subordinated  to  the
Company's   Senior  Secured  Lender  and  8-1/2%  Senior  Subordinated
Convertible Debentures.

     The Company has outstanding approximately 1.2 million options with exercise
prices  ranging from $1.00 to $1.10.  If the options were exercised, the holders
would  have  rights  similar  to  common  shareholders.   Approximately  986,000
outstanding warrants are convertible into approximately 986,000 shares of common
stock at conversion prices ranging between $1.20 and $4.00. If the warrants were
exercised, the holders would have rights similar to common shareholders.

       The   Company  has  outstanding  $20.8  million  of  Senior  Subordinated
Convertible  Debentures due in 2002 and pay interest quarterly.  The  Debentures
are  redeemable, in whole or in part, at the Company's option at  the  following
redemption prices beginning August 15, 1998 of 104% and declining by 1% per year
until maturity.

      Holders  may convert the Debentures at any time at a conversion  price  of
$3.9875   per share of common stock, subject to certain adjustments which  would
result in 5.2 million additional common shares being issued. The Debentures  are
subordinated to all existing and future senior indebtedness.

NOTE 11 -- AVAILABLE-FOR-SALE SECURITIES:

     Available-for-sale securities are stated at fair value, with the unrealized
gains  and  losses  reported in a separate component  of  shareholders'  equity.
Realized gains and losses, and declines in market value judged to be other-than-
temporary  are included in earnings.  During the fourth quarter of  Fiscal  1999
the Company recorded an unrealized loss of $1,298,000 in earnings for securities
whose decline in value was deemed to be other-than-temporary.

     The following is a summary of available-for-sale equity securities at April
2, 1999 (in thousands):

<TABLE>
                                  Gross       Gross         Esti-
                                  Unreal-     Un-           mated
                                  ized        realized      Fair
                     Cost         Gains       Losses        Value

<S>                  <C>          <C>         <C>           <C>
Equity Securities    $2,036       $  --       $1,298        $738

</TABLE>

     As of April 3, 1998, there were no securities held as available-for-sale.

NOTE 12 -- NET EARNINGS (LOSS) PER SHARE:

      The  following  table  sets forth the computation  of  basic  and  diluted
earnings  (loss) per share for the years ended April 2, 1999, April 3, 1998  and
March 31, 1997:

<TABLE>
                     (In thousands, except per share amount)
<CAPTION>

                             1999         1998         1997

<S>                          <C>          <C>          <C>
Numerator:
Net income (loss)            $ 289        $(1,430)     $(23,968)
Less:  preferred stock
  dividends, and repurchase
  costs                        577            400           700
Numerator for diluted
  loss per share             $(288)        (1,830)      (24,668)

Denominator:
Denominator for basic
   earnings per share -
   weighted average
   shares                   49,398         45,167        40,292
Basic loss per share       $  (.01)          (.04)         (.61)
Diluted loss per share     $  (.01)          (.04)         (.61)

</TABLE>

      Options  and  warrants to purchase 1,844,000, 1,826,000 and  2,410,000  of
common  stock  were  not included in computing diluted earnings  per  share  for
Fiscal  1999,  1998  and  1997,  respectively,  because  the  effect  would   be
antidilutive.

     Preferred stock convertible into 8,680,000, 14,700,000 and 9,000,000 shares
of  common  stock were not included in computing diluted earnings per share  for
Fiscal  1999,  1998  and  1997,  respectively,  because  the  effect  would   be
antidilutive.

      Senior subordinated debentures convertible into 5,204,000 shares of common
stock if converted were not included in computing diluted earnings per share for
Fiscal  1999,  1998  and  1997,  respectively,  because  the  effect  would   be
antidilutive.

NOTE 13 -- LICENSE AGREEMENTS:

     The Company has several license agreements in place that allow licensees to
use  the  Emerson and G Clef trademark for the manufacture and/or  the  sale  of
consumer  electronics and other products.  The license agreements cover  various
countries  throughout  the  world and are subject  to  renewal  at  the  initial
expiration  of  the  agreements.  Additionally, the  Company  has  entered  into
several  sourcing and inspection agreements that require the Company to  provide
these  services  in exchange for a fee.  License revenues recognized  in  Fiscal
years   1999,   1998  and  1997  were  $3,633,000,  $5,597,000  and  $5,040,000,
respectively.  The decrease in licensing revenues was primarily attributable  to
the  expiration of the agreement described in the next paragraph.   The  Company
records a majority of licensing revenues as they are earned over the term of the
related agreements.

      In February 1995, the Company and one of its largest Suppliers and certain
of  the  Supplier's affiliates (collectively, the "Supplier") entered  into  two
mutually  contingent agreements (the "Agreements").  Effective March  31,  1995,
the Company granted a license of certain trademarks to the Supplier for a three-
year  term.  The license permitted the Supplier to manufacture and sell  certain
video  products under the Emerson and G Clef trademark to one of  the  Company's
largest  customers  (the "Customer") in the U.S. and Canada, and  precluded  the
Supplier from supplying product to the Customer other than under the Emerson and
G  Clef  trademark or the Supplier's other trademark.  Further,  the  Agreements
provided  that the Supplier would supply the Company with certain video products
for  sale  to other customers at preferred prices for a three-year term.   Under
the  terms of the Agreements, the Company received non-refundable minimum annual
royalties  from the Supplier to be credited against royalties earned from  sales
of  video cassette recorders and players, television/video cassette recorder and
player  combinations,  and  color televisions to  the  Customer.   In  addition,
effective  August 1, 1995, the Supplier assumed responsibility for  returns  and
after-sale  and  warranty  services on all video products  manufactured  by  the
Supplier and sold to the Customer, including similar video products sold by  the
Company  prior  to  April  1, 1995.  Royalty income recognized  by  the  Company
pursuant  to  the  Agreements was $4,000,000 in Fiscal 1998 and  1997,  and  are
included  in the balances provided above.  The Agreements expired on  March  31,
1998.

      In  anticipation of the expiration of the Agreements, Emerson  executed  a
four-year  agreement  ("Daewoo  Agreement") with Daewoo Electronics  Co.  Ltd.,
("Daewoo")  in April 1997.  This agreement provides that Daewoo will manufacture
and  sell television and video products bearing the Emerson and G Clef trademark
to  customers  in the U. S. market.  Daewoo is responsible for and  assumes  all
risks  associated  with,  order processing, shipping,  credit  and  collections,
inventory, returns and after-sale service.  The Company will arrange  sales  and
provide marketing services and in return receive a commission for such services.
The Daewoo agreement does not contain minimum annual commissions and is entirely
dependent  on  the volume of sales made by the Company that are subject  to  the
Daewoo Agreement.  Either party upon 90 days notice can terminate this agreement
without cause.

     Additionally, the Company has several other licensing agreements  in  place
with  Licensees  primarily  in the United States, Latin  America  and  parts  of
Europe.

      Throughout  many parts of the world, the Company maintains distributorship
agreements  that allow the Distributor to distribute the Company's product  into
defined  geographic  areas.  Currently the Company has  distributors  in  Spain,
India, China, Canada and South Africa.

NOTE 14 -- LEGAL PROCEEDINGS:

CERTAIN OUTSTANDING COMMON STOCK

     Pursuant to the Company's bankruptcy restructuring plans on March 31, 1994,
30  million  shares of the Company's Common Stock were issued to GSE  Multimedia
Technologies Corporation ("GSE"), Fidenas International Limited, L.L.C.  ("FIN")
and   Elision  International,  Inc.  ("Elision").  GSE,  FIN  and  Elision  (the
"Affiliated  Entities") are all affiliates of Geoffrey P. Jurick, the  Company's
Chairman of the Board, Chief Executive Officer and President.  On June 11, 1996,
a  Stipulation  of   Settlement  and  Order  (the "Settlement  Agreement")   was
executed in proceedings before the United States District Court for the District
of  New  Jersey,  which settled various legal proceedings  in  Switzerland,  the
Bahamas  and  the  United States. The Settlement Agreement provides  for,  among
other  things,  the payment by Mr. Jurick and his Affiliated Entities  of  $49.5
million  to  various  claimants of Mr. Jurick and the Affiliated  Entities  (the
"Creditors"), to be paid from the proceeds of the sale of certain  of  the  29.2
million  shares of Emerson common stock (the "Settlement Shares") owned  by  the
Affiliated  Entities.  In addition, Mr. Jurick is to be paid  the  sum  of  $3.5
million from the sale of the Settlement Shares. The Settlement Shares are to  be
sold  over  an indeterminate period of time by a financial advisor,  TM  Capital
(the  "Advisor")  pursuant to marketing plan taking into consideration  (i)  the
interests  of  Emerson's minority stockholders, and (ii) the goal of  generating
sufficient proceeds to pay the Creditors and Mr. Jurick as quickly as  possible.
The  Settlement  Shares have been divided into two pools.   The  Pool  A  Shares
currently consist of 15.3 million shares of Emerson's common stock. The  Pool  B
Shares  currently consist of the number of Emerson shares with respect to  which
Mr. Jurick must retain beneficial ownership of voting power to avoid an event of
default  arising  out  of  a change of control pursuant  to  the  terms  of  the
Company's Loan and Security agreement ("Senior Secured Credit Facility") with  a
U.S. financial institution (the "Lender") and/or  the  Indenture  governing  the
Company's   8-1/2%  Senior  Subordinated  Convertible  Debentures  Due  2002
(the "Debentures").  Sales  of  the Settlement Shares  may  be
made  pursuant  to  a registered  offering if the sales price is not
less than 90% of the  average  of the  three  most recent closing
prices (the "Average Closing Price"), or,  other than  in  a  registered
offering, of up to 1% per quarter of the Emerson  common stock
outstanding,  if  the sales price is not less than  90%  of  the  Average
Closing  Price.   Any other attempted sales are subject to the  consent  of  the
Company,  Mr.  Jurick,  the  Creditors, and, if  necessary,  the  United  States
District Court in Newark, New Jersey.

      All  of the Settlement Shares secure payment of the $49.5 million owed  to
the  Creditors on a first priority basis.  Any Creditor may apply to  the  Court
for  an  order  to terminate the Settlement Agreement if  certain events  occur.
Such events include, without limitation, delisting of the Settlement Shares from
a  national  securities exchange or a determination that there is no  reasonable
prospect  that  the  goals  contemplated by  the  Settlement  Agreement  can  be
achieved. In November 1997, Petra Stelling and Barclays Bank filed a motion with
the  Court  for an order (i) terminating the Settlement Agreement on the  ground
that  there  is  no  reasonable  prospect that the  goals  contemplated  by  the
Settlement  Agreement  can  be  accomplished, and (ii)  granting  the  Creditors
authorization to exercise all the rights and remedies provided by the Settlement
and  Pledge  Agreements  in the event of termination including  authorizing  the
Collateral  Agent to sell the Emerson Shares to fund payment of  the  Settlement
Amount and to vote the Emerson Shares pending such sale, directing the entry and
release  of  the  Consent Judgments, authorizing Petra Stelling to  enforce  the
Swiss  Judgment  and for such other relief as the Court deems appropriate.   The
Company  and  Mr. Jurick responded, the Creditors replied and a hearing  on  the
motion concluded in July 1998.  No decision has been rendered by the Court.

      If  the  Court  enters an order terminating the Settlement Agreement,  the
Creditors  may take any action permitted by law to execute the Consent Judgments
given  to them in connection with the Settlement Agreement to collect the unpaid
balance  (including, without limitation, foreclosing on the Settlement  Shares).
If the Creditors foreclose on the Settlement Shares and such foreclosure results
in  a change of control (as defined in the Senior Secured Credit Facility), such
foreclosure  will  be  deemed  an event of default under  the  Company's  Senior
Secured  Credit  Facility entitling the holders to accelerate  payment  of  such
indebtedness.  In addition, if a change of control (as defined in the  Indenture
governing the Debentures) occurs, each of the holders of the Debentures, subject
to  the right of the Senior Secured Creditors to impose a 120 day payment block,
has  the  right to require the Company to repurchase its Debentures at  the  par
value  thereof plus accrued but unpaid interest.  Such repurchases  may  have  a
material   adverse   effect  on  the  Company's  future   business   activities.
Furthermore,  a change of control will severely limit the Company's  ability  to
utilize existing tax net operating losses (NOL's) affecting loss and foreign tax
credit limitations provided by the Internal Revenue Codes.

OTAKE

      On December 20, 1995, the Company filed suit in the United States District
Court  for  the District of New Jersey against Orion Sales, Inc., Otake  Trading
Co.  Ltd., Technos Development Limited, Shigemasa Otake, and John Richard  Bond,
Jr.,  (collectively, the "Otake Defendants") seeking damages and alleging breach
of  contract,  breach  of  covenant  of good  faith  and  fair  dealing,  unfair
competition,  interference with prospective economic  gain,  and  conspiracy  in
connection  with  certain  activities  of the  Otake  Defendants  under  certain
agreements  between  the  Company  and the  Otake  Defendants.   The  Court  has
scheduled a September 28, 1999 trial date.

      On December 21, 1995, Orion Sales, Inc. and Orion Electric (America), Inc.
filed  suit  against the Company in the United States District  Court,  Southern
District of Indiana, Evansville Division, subsequently amended, alleging various
breaches  of  certain  agreements  by the Company,  including  breaches  of  the
confidentiality  provisions, certain payment breaches,  breaches  of  provisions
relating to product returns, and other alleged breaches of those agreements, and
seeking  declaratory and injunctive relief and  damages in the  amount  of  $3.2
million,  together  with interest thereon, attorneys' fees,  and  certain  other
costs.  The  Company  is  presently  owed the  sum  of  $5  million  from  Orion
representing  royalty payments past due and owing pursuant to a certain  License
Agreement dated February 22, 1995 by and between the Company and Orion.  In  the
context of the action pending in the Southern District of Indiana (the "District
Court"),  Orion  has  executed a pre-judgment garnishment  of  these  funds  and
deposited them with the Clerk of the District Court pursuant to an Order of  the
District  Court.   Orion has not contested the Company's  entitlement  to  these
royalty  payments.   Orion  has  also posted a  bond  with  the  District  Court
sufficient  to compensate Emerson for any and all damages that may  result  from
the pre-judgment garnishment.

      The  Company has withheld payment of the sum of $3.2 million  for  certain
consumer electronic products that Orion and its affiliates sold and delivered to
Emerson  pursuant to a certain Agreement dated February 22, 1995 by and  between
Emerson  on  the  one  hand  and  Orion, Otake Trading  Co.,  Inc.  and  Technos
Development  Limited  on  the  other  (the  "Supply  Agreement").   Emerson  has
vigorously  contested Orion and its affiliates' entitlement to the $3.2  million
payment.

      On  December  11,  1998, the District Court in the  Southern  District  of
Indiana,  granted Emerson Partial Summary Judgment in the amount  of  $2,956,604
plus  additional  costs as a result of Orion having refused  to  accept  returns
pursuant to the License Agreement (the "Returns").  The Court also granted Orion
Summary  Judgment  in  the  amount  of $3,202,023  with  interest  for   product
previously purchased.  On or about May 7, 1999 the Court amended its order dated
December  11,  1998  awarding  Emerson Partial Summary  Judgment  against  Orion
concerning liability for the "Returns" and set a trial date of July 19, 1999 for
purposes of determining whether Emerson or Orion is responsible for the Returns.
At  the  same  time, that Court also issued an order determining  that  OEA  was
entitled  to  interest at the lesser rate of eight percent (8%) (OEA  sought  an
award  of  interest at eighteen percent (18%)) on the December 11, 1998  summary
judgment  award  to  OEA  in  the  amount of  $3,202,023  for  certain  consumer
electronic  product that Emerson had ordered and received for OEA.  The  parties
have  since agreed that the Returns issue is to be decided in the District Court
of New Jersey.

      The  Company  believes that it has a meritorious claim against  the  Otake
Defendants,  meritorious  affirmative  defenses in  response  to  Orion's  claim
concerning  liability  for the Returns and believes  that  the  results  of  the
litigation should not have a material adverse effect on the financial  condition
of the Company or on its operations.

BANKRUPTCY CLAIMS

     The Company is presently engaged in litigation regarding a bankruptcy claim
that  has  not  been resolved since the restructuring of the Company's  debt  on
March 31, 1994.  This claim was filed on or about July 25, 1994, with the United
States  Bankruptcy Court for the District of New Jersey, in connection with  the
rejection  of  certain executory contracts with two Brazilian entities,  Cineral
Electronica   de  Amazonia  Ltda.  and  Cineral  Magazine  Ltda.  (collectively,
"Cineral").  The amount currently claimed is for $93.6 million, of  which  $86.8
million represents a claim for lost profits. The claim will be satisfied, to the
extent the claim is allowed by the Bankruptcy Court, in the manner other allowed
unsecured claims were satisfied.  The Company has objected to and contested  the
claim and believes it has meritorious defenses to the highly speculative portion
of  the  claim for lost profits and the portion of the claim for actual  damages
for  expenses incurred prior to the execution of the contracts. An adverse final
ruling on the Cineral claim could have a material adverse effect on the Company,
even  though  it  would be limited to 18.3% of the final claim determined  by  a
court  of  competent jurisdiction; however, with respect to the claim  for  lost
profits,  the  Company believes the chances for recovery for  lost  profits  are
remote.

      The  Company is involved in other legal proceedings and claims of  various
types  in  the ordinary course of business.  While any such litigation to  which
the  Company is a party contains an element of uncertainty, management presently
believes  that the outcome of each such proceeding or claim which is pending  or
known  to  be  threatened, or all of them combined, will  not  have  a  material
adverse effect on the Company's consolidated financial position.

NOTE 15 -- BUSINESS SEGMENT INFORMATION AND MAJOR CUSTOMERS:

      The  consumer electronics business is the Company's only business segment.
Operations in this business segment are summarized below by geographic area:

<TABLE>
                               Year Ended April 2, 1999
                                    (In thousands)
                          U.S.       Foreign    Eliminations   Consolidated

<S>                       <C>        <C>        <C>            <C>
Sales to unaffiliated
   customers              $154,282   $  4,448   $        --    $   158,730
Income (loss) before
   income taxes           $    472   $     24   $        --    $       496
Identifiable assets       $ 50,974   $  3,421   $        --    $    54,395

</TABLE>

<TABLE>
                               Year Ended April 3, 1998
                                    (In thousands)
                          U.S.       Foreign    Eliminations   Consolidated

<S>                       <C>        <C>        <C>            <C>
Sales to unaffiliated
   customers              $159,108   $  3,622   $        --    $   162,730
Income (loss) before
   income taxes           $ (1,163)  $    (13)  $        --    $    (1,176)
Identifiable assets      $  53,885   $    912   $        --    $    54,767

</TABLE>

<TABLE>

                                 Year Ended March 31,
                                        1997
                          U.S.      Foreign      Eliminations   Consolidated

<S>                       <C>       <C>          <C>            <C>
Sales to unaffiliated
   customers              $172,417  $ 6,291      $        --    $  178,708
Transfers between
   geographic areas       $  2,592  $   581      $    (3,173)   $       --
Total net revenues        $175,009  $ 6,872      $    (3,173)   $  178,708
Income (loss) before
   income taxes           $(21,947) $(1,791)     $        --    $  (23,738)
Identifiable assets       $ 58,382  $   386      $        --    $   58,768

</TABLE>

      Transfers  between geographic areas are accounted for  on  a  cost  basis.
Identifiable assets are those assets used in operations in each geographic area.

      At  April 2, 1999, April 3, 1998 and March 31, 1997, total assets include,
$11,769,000,  $9,187,000,  and $10,657,000 respectively, of  assets  located  in
foreign countries.

      The Company's net sales to one customer aggregated approximately 52%,  53%
and   36% of consolidated net revenues for the years ended April 2, 1999,  April
3,  1998 and March 31, 1997, respectively. This customer approximated 10% of the
Company's  trade  accounts  receivable at  April  2,  1999,  and  has  not  been
collateralized. The Company's net sales to another customer aggregated 24%,  15%
and  13%  for the years ended April 2, 1999, April 3, 1998 and March  31,  1997,
respectively.  Trade accounts receivable from this customer were less than 9% of
total trade receivables.

Note 16 -- Investment in Joint Venture:

      The  Company  has a 50% investment in E & H Partners, a joint  venture  in
liquidation that refurbished and sold certain of the Company's product  returns.
The  results of this joint venture were accounted for by the equity  method  and
the  Company's equity in the earnings (loss) of the joint venture was  reflected
as  an increase or reduction of cost of sales.  Summarized financial information
relating to the joint venture for the years ended April 2, 1999, April  3,  1998
and March 31, 1997  is as follows:

<TABLE>
                                               1999      1998      1997
                                                     (In thousands)
<S>                                            <C>       <C>       <C>
Activity between Company and E & H Partners
  Accounts receivable from joint venture (a)   $1,226    $1,438    $ 3,522
  Investment in joint venture                      --        --        440
  Sales to joint venture                           --        --      5,792

E & H Partners Summarized Financial
Information
  Condensed balance sheet:
     Current assets                            $  323    $1,889    $ 7,947
             Total                             $  323    $1,889    $ 7,947

     Current liabilities                       $1,318    $2,609    $ 7,476
     Partnership equity                          (995)     (720)       471
             Total                             $  323    $1,889    $ 7,947

Condensed income statement:
     Net sales (b)                             $  396    $1,772    $31,564
     Net loss                                    (275)     (318)    (2,058)

</TABLE>

(a)  Accounts  receivable  are secured by a shared  lien  on  the  partnership's
inventory  with the other partner in the joint venture, and such lien  had  been
assigned to the Lender as collateral for the U.S. line of credit facility.

(b)  Includes sales to the Company of $7,058,000 in Fiscal 1997.

      Effective  January  1, 1997, the partners to the E&H Partnership  mutually
agreed  to dissolve the joint venture and wind down its operations. The partners
have  elected  to extend such wind down in order to facilitate  a  more  orderly
liquidation of the joint venture.

<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                                  SCHEDULE VIII
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                 (In thousands)
<CAPTION>

Column A                          Column     Column     Column      Column
                                  B          C          D           E
                                  Balance    Charged                Balance
                                  at         to                     at
                                  Beginn-    costs                  end
                                  ing        and                    of year
Description                       of year    expenses   Deductions  (C)

Allowance for doubtful
   accounts/chargebacks:
Year ended:
  <S>                             <C>        <C>        <C>         <C>
  April 2, 1999                   $ 3,015    $  (152)   $ 177(A)    $ 2,686
  April 3, 1998                     2,686        666      337         3,015
  March 31, 1997                    2,831      2,558    2,703         2,686
Inventory reserves:
Year ended:
  April 2, 1999                   $   697      1,068    1,380(B)        385
  April 3, 1998                     2,161      1,507    2,971           697
  March 31, 1997                    1,222      4,560    3,621         2,161

</TABLE>

(A)  Accounts written off, net of recoveries.
(B)  Net realizable value reserve removed from account when inventory is sold.
(C)   Amounts  do  not  include certain accounts receivable  reserves  that  are
  disclosed  as "allowances" on the Consolidated Balance Sheets since  they  are
  not valuation reserves.

                                INDEX TO EXHIBITS

                                                                  PAGE NUMBER
                                                                  IN
                                                                  SEQUENTIAL
                                                                  NUMBERING
EXHIBIT            DESCRIPTION                                    SYSTEM


(2)      Confirmation Order and Fourth Amended Joint  Plan  of
         Rorganization of Emerson Radio Corp. ("Old Emerson")  and
         certain  subsidiaries  under Chapter  11  of  the  United
         States   Bankruptcy   Code,   dated   March   31,    1994
         (incorporated  by reference to Exhibit (2)  of  Emerson's
         Registration Statement on Form S-1, Registration No.  33-
         53621,  declared effective by the Securities and Exchange
         Commission ("SEC") on August 9, 1994).

(3) (a)  Certificate of Incorporation of Emerson (incorporated  by
         reference  to  Exhibit (3) (a) of Emerson's  Registration
         Statement   on  Form  S-1,  Registration  No.   33-53621,
         declared effective by the SEC on August 9, 1994).

(3) (b)  Certificate  of Designation for Series A Preferred  Stock
         (incorporated  by  reference  to  Exhibit  (3)   (b)   of
         Emerson's    Registration   Statement   on   Form    S-1,
         Registration No. 33-53621, declared effective by the  SEC
         on August 9, 1994).

(3) (c)  Plan  of  Reorganization and Agreement of Merger  by  and
         between  Old  Emerson and Emerson Radio (Delaware)  Corp.
         (incorporated  by  reference  to  Exhibit  (3)   (c)   of
         Emerson's    Registration   Statement   on   Form    S-1,
         Registration No. 33-53621, declared effective by the  SEC
         on August 9, 1994).

(3) (d)  Certificate  of Merger of Old Emerson  with  and  into
         Emerson  Radio (Delaware) Corp. (incorporated by reference
         to  Exhibit  (3) (d) of Emerson's Registration  Statement
         on   Form   S-1,  Registration  No.  33-53621,   declared
         effective by the SEC on August 9, 1994).

(3) (e)  Amendment  dated February 14, 1996 to the Certificate  of
         Incorporation  of Emerson (incorporated by  reference  to
         Exhibit (3) (a) of Emerson's Quarterly Report on
         Form 10-Q for the quarter ended December 31, 1995).

(3) (f)  By-Laws  of  Emerson adopted March 1994 (incorporated  by
         reference  to  Exhibit (3) (e) of Emerson's  Registration
         Statement   on  Form  S-1,  Registration  No.   33-53621,
         declared effective by the SEC on August 9, 1994).

(3) (g)  Amendment  dated November 28, 1995 to the  By-Laws  of
         Emerson  adopted March 1994 (incorporated by reference  to
         Exhibit (3) (b) of Emerson's Quarterly Report on
         Form 10-Q for the quarter ended December 31, 1995).

(4) (a)   Warrant  Agreement to Purchase 750,000 shares of  Common
          Stock,  dated  as  of  March 31, 1994  (incorporated  by
          reference  to  Exhibit (4) (a) of Emerson's Registration
          Statement   on  Form  S-1,  Registration  No.  33-53621,
          declared effective by the SEC on August 9, 1994).

(4) (b)   Indenture,  dated as of August 17, 1995 between  Emerson
          and Bank One, Columbus, NA, as Trustee (incorporated  by
          reference to Exhibit (1) of Emerson's Current Report  on
          Form 8-K filed with the SEC on September 8, 1995).

(4) (c)   Common  Stock  Purchase  Warrant Agreement  to  purchase
          50,000  shares of Common Stock, dated as of December  8,
          1995 between Emerson and Michael Metter (incorporated by
          reference  to  Exhibit (10) (e) of  Emerson's  Quarterly
          Report  on Form 10-Q for the quarter ended December  31,
          1995).

(4) (d)   Common  Stock  Purchase  Warrant Agreement  to  purchase
          200,000 shares of Common Stock, dated as of December  8,
          1995 between Emerson and Kenneth A. Orr (incorporated by
          reference  to  Exhibit (10) (f) of  Emerson's  Quarterly
          Report  on Form 10-Q for the quarter ended December  31,
          1995).

 (10) (a) Form  of  Promissory Note issued to certain Pre-Petition
          Creditors  (incorporated by  reference to  Exhibit  (10)
          (e)  of  Emerson's Registration Statement on  Form  S-1,
          Registration No. 33-53621, declared effective by the SEC
          on August 9, 1994).

(10) (b)  Loan  and  Security Agreement, dated March 31, 1994,  by
          and  among  Emerson, Majexco Imports, Inc. and  Congress
          Financial  Corporation  ("Congress")  (incorporated   by
          reference  to Exhibit (10) (f) of Emerson's Registration
          Statement   on  Form  S-1,  Registration  No.  33-53621,
          declared effective by the SEC on August 9, 1994).

(10) (c)  Amendment  No. 1 to Financing Agreements,  dated  as  of
          August  24,  1995, among Emerson, Majexco Imports,  Inc.
          and  Congress (incorporated by reference to Exhibit  (2)
          of  Emerson's Current Report on Form 8-K filed with  the
          SEC on September 8, 1995).

(10) (d)  Amendment  No. 2 to Financing Agreements,  dated  as  of
          February 13, 1996 (incorporated by reference to  Exhibit
          (10) (c) of Emerson's Quarterly Report on Form 10-Q  for
          the quarter ended December 31, 1995).

(10) (e)  Amendment  No. 3 to Financing Agreements,  dated  as  of
          August  20,  1996 (incorporated by reference to  Exhibit
          (10) (b) of Emerson's Quarterly Report on Form 10-Q  for
          the quarter ended December 31, 1995).

(10) (f)  Amendment No. 4 to Financing Agreements, dated as of
          November 14,  1996 (incorporated  by  reference  to
          Exhibit  (10)  (c)  of Emerson's Quarterly Report on
          Form 10-Q for the  quarter ended September 30, 1996).

(10) (g)  Amendment  No. 5 to Financing Agreements,  dated  as  of
          February 18, 1997 (incorporated by reference to  Exhibit
          (10) (e) of Emerson's Quarterly Report on Form 10-Q  for
          the quarter ended December 31, 1996).

 (10) (h) Stipulation of Settlement and Order dated June 11,  1996
          by   and   among  the  Official  Liquidator  of  Fidenas
          International  Bank  Limited, Petra  Stelling,  Barclays
          Bank  PLC, the Official Liquidator of Fidenas Investment
          Limited,   Geoffrey  P.  Jurick,  Fidenas  International
          Limited,   L.L.C.,  Elision  International,  Inc.,   GSE
          Multimedia   Technologies   Corporation   and    Emerson
          (incorporated   by  reference  to  Exhibit   10(ae)   of
          Emerson's Annual Report on Form 10-K for the year  ended
          March 31, 1996).

(10) (i)  Pledge Agreement dated as of February 4, 1997 by Fidenas
          International  Limited, L.L.C. ("FIN") in  favor  of  TM
          Capital  Corp.  (incorporated by  reference  to  Exhibit
          (10)(a)  of Emerson's Quarterly Report on Form 10-Q  for
          the quarter ended December 31, 1996).

(10) (j)  Registration Rights Agreement dated as of   February  4,
          1997  by and among Emerson, FIN, the Creditors, FIL  and
          TM  Capital Corp. (incorporated by reference to  Exhibit
          (10) (b) of Emerson's Quarterly Report on Form 10-Q  for
          the quarter ended December 31, 1996).

(10) (k)  License and Exclusive Distribution Agreement with Cargil
          International  Corp.  dated  as  of  February  12,  1997
          (incorporated  by  reference  to  Exhibit  (10)  (c)  of
          Emerson's Quarterly Report on Form 10-Q for the  quarter
          ended December 31, 1996).

 (10) (l) Agreement  dated  April  10, 1997  between  Emerson  and
          Daewoo  Electronics Co., Ltd. (incorporated by reference
          to  Exhibit (ak) of Emerson's Annual Report on Form 10-K
          of the year ended March 31, 1997).

 (10) (m) Securities  Purchase Agreement dated as of November  27,
          1996,  by  and between Sport Supply Group, Inc.  ("SSG")
          and Emerson (incorporated by reference to Exhibit (2)(a)
          of  Emerson's Current Report on Form 8-K dated  November
          27, 1996).

(10) (n)  Form  of  Warrant  Agreement  by  and  between  SSG  and
          Emerson (incorporated by reference to Exhibit (4)(a)  of
          Emerson's Current Report on Form 8-K dated November  27,
          1996).

(10) (o)  Form of Registration Rights Agreement by and between SSG
          and Emerson (incorporated by reference to Exhibit (4)(b)
          of  Emerson's Current Report on Form 8-K dated  November
          27, 1996).

(10) (p)  Consent  No.  1  to Financing Agreements among  Emerson,
          certain  of its subsidiaries, and Congress (incorporated
          by  reference  to  Exhibit (10)(b) of Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

(10) (q)  Form  of  Termination  of Employment  Agreement  between
          Emerson  and John Walker dated as of January  15,  1998.
          (incorporated  by  reference  to  Exhibit  (10) (q)   of
          Emerson's Annual Report on Form 10-K for the year  ended
          April 3, 1998).

(10) (r)  License  Agreement dated as of March  30,  1998  by  and
          between   Tel-Sound  Electronics,  Inc.   and   Emerson.
          (incorporated  by  reference  to  Exhibit  (10)  (r)  of
          Emerson's
          Annual  Report on Form 10-K for the year ended April  3,
          1998).

(10) (s)  License  Agreement dated as of March  31,  1998  by  and
          between  WW  Mexicana,  S. A.  de  C.  V.  and  Emerson.
          (incorporated  by  Reference  to  Exhibit  (10)  (s)  of
          Emerson's Annual Report on Form 10-K for the year  ended
          April 3, 1998).

(10) (t)  Amendment No. 6 to Financing Agreements, dated  as
          of August 14, 1997 (incorporated by reference to Exhibit
          (10) (g) of Emerson's Quarterly Report on Form 10-Q  for
          quarter ended September 30, 1997.

(10) (u)  Amendment  No. 7 to Financing Agreements,  dated  as  of
          March  31, 1998.  (incorporated by reference to  Exhibit
          (10) (t) of Emerson's Annual Report on Form 10-K for the
          year ended April 3, 1998).

(10) (v)  Amendment  No. 1 to Pledge and Security Agreement  dated
          as  of  March  31, 1998.  (incorporated by reference  to
          Exhibit (10) (u) of Emerson's Annual Report on Form 10-K
          for the year ended April 3, 1998).

(10) (w)  Second  Lease  Modification dated as  of  May  15,  1998
          between   Hartz   Mountain,  Parsippany   and   Emerson.
          (incorporated  by  reference  to  Exhibit  (10)  (v)  of
          Emerson's Annual Report on Form 10-K for the year  ended
          April 3, 1998).

(10) (x)  Amendment  No. 8 to Financing Agreements,  dated  as  of
          November  13,  1998.   (incorporated  by  reference   to
          Exhibit  (10) (a) of Emerson's Quarterly Report on  Form
          10-Q for the quarter ended October 2, 1998).

(10) (y)  Third  Lease  Modification made the 26 day  of  October,
          1998  between  Hartz  Mountain Parsippany  and  Emerson.
          (incorporated  by  reference  to  Exhibit  (10)  (b)  of
          Emerson's Quarterly Report on Form 10-Q for the  quarter
          ended October 2, 1998).

(10) (z)  Purchasing Agreement, dated June 30, 1998, between  AFG-
          Elecktronik  GmbH  and Emerson Radio International  Ltd.
          (incorporated  by  reference  to  Exhibit  (10)  (c)  of
          Emerson's quarterly report on Form 10-Q for the  quarter
          ended October 2, 1998).

(10) (aa) Purchasing Agreement, dated March 5, 1999, between  AFG-
          Elecktronik GmbH and Emerson Radio International Ltd.*

(10) (ab) Amendment No. 9 to Financing Agreements, dated June  16,
          1999.*

(12)      Computation  of  Ratio of Earnings  (Loss)  to  Combined
          Fixed Charges and Preferred Stock Dividends. *

(21)      Subsidiaries of the Company as of  April  2, 1999.*

(23)      Consent of Independent Auditors.*

(27)      Financial Data Schedule for the fiscal year ended April 2,1999.*

 ___________________
* Filed herewith.

<TABLE>
                                   EXHIBIT 12
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                              EXHIBIT TO FORM 10-K
            COMPUTATION OF RATIO OF EARNINGS (LOSS) TO COMBINED FIXED
                      CHARGES AND PREFERRED STOCK DIVIDENDS
                        (In thousands, except ratio data)
<CAPTION>
                                                  HISTORICAL

                       Year       Year       Year        Year          Year
                       Ended      Ended      Ended       Ended         Ended
                       Apr. 2,    Apr. 3,    Mar. 31,    Mar. 31,      Mar. 31,
                       1999       1998       1997        1996          1995

<S>                    <C>        <C>        <C>         <C>           <C>
Pretax earnings
   (loss)              $  496     $(1,176)   $(23,738)   $ (13,363)    $ 7,642

Fixed charges:
   Interest             1,925       1,833       2,789        2,788       2,582
   Amortization of
     debt expenses        347         677         640          487         300
                        2,272       2,510       3,429        3,275       2,882

Pretax earnings
   (loss) before
   fixed charges       $2,768      $1,334    $(20,309)    $(10,088)    $10,524

Fixed charges:
   Interest            $1,925      $1,833    $  2,789     $  2,788     $ 2,582
   Amortization of
     debt expenses        347         677         640          487         300
   Preferred stock
     dividend
     Requirements         171         400         700          700        725(a)
                       $2,443      $2,910     $ 4,129     $  3,975     $3,607

Ratio  of  earnings
  (loss) to combined
  fixed charges and
  preferred stock
  dividends              1.13         .46       (4.92)       (2.54)      2.92

Coverage deficiency     --         $1,576      $4,129       $3,975         --


</TABLE>
________________________
(a)  The preferred stock dividend requirements have been adjusted to reflect the
  pretax earnings which would be required to cover such dividend requirements.


<TABLE>

                                   EXHIBIT 21
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                              EXHIBIT TO FORM 10-K
                         SUBSIDIARIES OF THE REGISTRANT


                                      Jurisdiction of              Percentage
Name of Subsidiary                    Incorporation                of Ownership

<S>                                   <C>                          <C>
Emerson Radio (Hong Kong) Limited     Hong Kong                    100%*
Emerson Radio International Ltd.      British Virgin Islands       100%
Sport Supply Group, Inc.              Delaware                      31%

</TABLE>

  *  One share is owned by a resident director pursuant to local law.